Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than on Form S-4 or Form S-8 (each as promulgated under i) solely the 1933 Act) or their then equivalents relating to equity registration of securities to be issued solely in connection with any acquisition an employee benefits plan or dividend reinvestment plan or an acquisition, merger or consolidation or (ii) pursuant to a Demand Registration under Section 2.1) on a registration statement on Form F-1, Form F-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each Holder of record. Upon the written request of any entity such Holder made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6, use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register to permit the sale or business or other disposition by such Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. Such Holders shall be referred to as Participating Holders for the purposes of any Registrable Securities to be registered under Section 2.2(a). No registration of Registrable Securities effected under Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company will give written notice of such determination andto all relevant Participating Holders and (i) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities, without prejudice, however, to be registeredthe rights of Holders under Section 2.1. (c) Any Participating Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the Company shall not be required earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to register any Registrable Securities such registration. Any Holder withdrawing pursuant to this the provisions of Section 2(g2.2(c) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to shall following such withdrawal no longer be registered on a particular Registration Statement treated as a secondary offering or (ii) Participating Holder for the Registration Statement is in the form purposes of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesthis Agreement.

Piggyback Registrations. Without limiting any obligation of (a) Whenever the Company hereunder (including its obligations under Section 2(h)) or proposes to register any Equity Securities under the Securities Purchase Agreement, if there is not an effective Act (other than a registration (i) pursuant to a Registration Statement covering all of the Registrable Securities on Form S-8 (or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a other registration statement solely relating to an offering or sale to employees, officers or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more shareholders of the 1933 Act of any of its equity securities Company (other than on Form S-4 or Form S-8 the Holders of Registrable Securities) (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansa “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to effect such a registration (but in no event less than 10 business days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 5(b) and 5(c), shall include in such registration statement all or Registration Statement and in any part offering of such Registrable Equity Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities made pursuant to this Section 2(g) such Registration Statement that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting by such Holder for the proposed account of such Holder, provided that the Company has received a written request for inclusion therein from such Holder no later than five business days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form F-3 or the then appropriate form for an offering price, timing, distribution method, to be made on a delayed or probability of success continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (collectively, such limitation the a “Maximum Number of SecuritiesPiggyback Shelf Registration Statement”), then the Holders of Registrable Securities shall be notified by the Company of and shall limit have the securities right, but not the obligation, to be included on participate in any offering pursuant to such Piggyback Shelf Registration Statement to: first(a “Piggyback Shelf Takedown”), subject to the number of securities which the Company desires same limitations that are applicable to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesany other Piggyback Registration as set forth above.

Piggyback Registrations. Without limiting (a) If the Company at any obligation time prior to the expiration of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementWarrants, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine proposes to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities (as defined in the Act), other than securities which are convertible into shares of Common Stock, under the Act on Forms S-1, ▇-▇, ▇-▇ ▇▇ SB-1, or SB-2 (but not Form S-4 or Form S-8 (S-8) or on any other form upon which may be registered securities similar to the Warrant Shares, it will at each as promulgated such time give written notice at least 30 days prior to the filing of the registration statement to all Warrantholders of its intention so to do. Such notice shall specify the proposed date of the filing of the registration statement and advise each Warrantholder of its right to participate therein. Upon the written request of any Warrantholder given prior to the proposed date of filing set forth in such notice, the Company will cause each Warrant Share which the Company has been requested to register by such Warrantholder to be registered under the 1933 Act, all to the extent requisite to permit the sale or other disposition by such Warrantholder of the Warrant Shares so registered. (b) If, in the written opinion of the underwriter or their then equivalents relating underwriters managing the public offering which is the subject of a registration pursuant to equity Section 3.3(a) above (or in the event that such distribution shall not be underwritten, in the written opinion of an investment banking firm of recognized standing satisfactory to the Warrantholders), the total amount of the securities to be issued solely in connection with any acquisition so registered, when added to the total amount of any entity Warrant Shares which the Warrantholders have requested to be registered pursuant to Section 3.3(a) above, will exceed the maximum amount of securities of the Company which can be marketed: (i) at a price reasonably related to their then current market value; or business or equity securities issuable in connection with (ii) without otherwise materially and adversely affecting the Company’s stock option or other employee benefit plans)entire offering, then the Company shall deliver have the right to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in exclude from such registration statement all or any part such number of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not Warrant Shares which it would otherwise be required to register any Registrable Securities pursuant to this Section 2(g3.3(a) that are eligible for resale pursuant above as is necessary to Rule 144 without restriction (including, without limitation, volume restrictions) and without reduce the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject total amount of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, so registered to the number maximum amount of securities which can be so marketed; PROVIDED, HOWEVER, that if the securities (other than the Warrant Shares) to be so registered for sale are to be offered for the account of the Company desires to sell for itself without exceeding and others, the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-Company may only cut back registration rights, Warrant Shares pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such personother persons (it being agreed that in the case where such registration is to be effected as a result of the exercise by a holder of the Company's securities of such holder's right to cause such securities to be so registered, that can be sold without exceeding such pro rata cut back shall include the Maximum Number of SecuritiesCompany).

Piggyback Registrations. Without limiting (a) If the Company at any obligation time prior to the expiration of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementWarrants, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine proposes to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities (as defined in the Act), other than securities which are convertible into shares of Common Stock, under the Act on Forms ▇-▇, ▇-▇, ▇-▇ or SB-1, or SB-2 (but not Form S-4 or Form S-8 (S-8) or on any other form upon which may be registered securities similar to the Warrant Shares, it will at each as promulgated such time give written notice at least 30 days prior to the filing of the registration statement to all Warrant Holders of its intention so to do. Such notice shall specify the proposed date of the filing of the registration statement and advise each Warrant Holder of its right to participate therein. Upon the written request of any Warrant Holder given prior to the proposed date of filing set forth in such notice, the Company will cause each Warrant Share which the Company has been requested to register by such Warrant Holder to be registered under the 1933 Act, all to the extent requisite to permit the sale or other disposition by such Warrant Holder of the Warrant Shares so registered. (b) If, in the written opinion of the underwriter or their then equivalents relating underwriters managing the public offering which is the subject of a registration pursuant to equity Section 3.3(a) above (or in the event that such distribution shall not be underwritten, in the written opinion of an investment banking firm of recognized standing satisfactory to the Warrant Holders), the total amount of the securities to be issued solely in connection with any acquisition so registered, when added to the total amount of any entity Warrant Shares which the Warrant Holders have requested to be registered pursuant to Section 3.3(a) above, will exceed the maximum amount of securities of the Company which can be marketed: (i) at a price reasonably related to their then current market value; or business or equity securities issuable in connection with (ii) without otherwise materially and adversely affecting the Company’s stock option or other employee benefit plans)entire offering, then the Company shall deliver have the right to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in exclude from such registration statement all or any part such number of such Registrable Securities such Investor requests Warrant Shares which it would otherwise be required to register pursuant to Section 3.3(a) above as is necessary to reduce the total amount of securities to be registeredso registered to the maximum amount of securities which can be so marketed; provided, however, that if the securities (other than the Warrant Shares) to be so registered for sale are to be offered for the account of the Company shall not and others, the Company may only cut back Warrant Shares pro rata with the securities held by such other persons (it being agreed that in the case where such registration is to be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of effected as a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position result of the Staff sets forth exercise by a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all Holder of the other Company's securities which the Company desires of such Holder's right to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in cause such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on so registered, such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with cut back shall include the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesCompany).

Piggyback Registrations. Without limiting (a) At any obligation time prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date and the date on which the Registrable Securities then held by the Holder(s) represent less than 1% of SpinCo’s then-issued and outstanding SpinCo Shares (including its obligations under Section 2(hor, if the Registrable Securities include securities other than SpinCo Shares, less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, SpinCo shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be registereda SpinCo Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of SpinCo Shares for resale pursuant to Rule 144 without restriction (includingits own account and/or for the account of any other Persons will be a SpinCo Public Sale, without limitation, volume restrictions) and without unless such offering qualifies for an exemption from the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary SpinCo Public Sale definition in this Section 2(g2.02(a). (b) In the case of any Underwritten Offering, if each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration inform SpinCo and each Holder in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of SpinCo and any other Persons (other than SpinCo’s executive officers and directors) for whom SpinCo is effecting the Registration, as the case may be, that SpinCo and such Persons propose to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the members of the Parent Group that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such Sale, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders (other than members of the Parent Group) that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iv) fourth, the number of securities which of executive officers and directors of SpinCo for whom SpinCo is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (v) fifth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as SpinCo and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other SpinCo Shares) in accordance such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and shall cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with SpinCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (a “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, (i) the Company may postpone or withdraw the filing or the effectiveness of a registration statement filed pursuant to this Section 2(g) at any time in its sole discretion and (ii) the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Staff sets forth a limitation on Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities permitted and all other shares of Common Stock proposed to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an such underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholdersoffering, exceeds the maximum dollar amount or maximum number of securities that shares of Common Stock which can be sold in such offering without and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affecting affect the proposed offering priceprice per share of the Common Stock to be sold in such offering, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit include in such registration or takedown (i) first, the securities shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on such Registration Statement to: first, the basis of the number of securities which Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company desires to sell for itself without exceeding the Maximum Number of Securities; in writing that in its reasonable and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with good faith opinion the number of securities that each such person has requested shares of Common Stock proposed to be included in such registration regardless , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of securities held shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by each all such personholders or in such manner as they may otherwise agree; and (ii) second, that can the shares of Common Stock requested to be sold without exceeding the Maximum Number included therein by other holders of SecuritiesCommon Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder (including proposes or is required to register any of its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering equity securities for its own account or for the account of others any other shareholder under the 1933 Securities Act of any of its equity securities (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each as promulgated of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the 1933 Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (5) or their then equivalents relating to equity securities days following the receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be issued solely disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. (b) Other than in connection with a Demand Registration or a Shelf Underwriting, at any acquisition time after giving a Piggyback Notice and prior to the effective date of any entity or business or equity securities issuable the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then if the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities and (x) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15y) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (c) Any Holder shall have the right to be registeredwithdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the Company shall not be required earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information such registration or as otherwise required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesunderwriters.

Piggyback Registrations. Without limiting any obligation (a) After the expiration of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementLock-Up Period, if there is not an effective Registration Statement covering all NewCo determines to register any of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its securities either for its own account or the account of others under a security holder or holders, other than a registration pursuant to Section 9.1, a registration relating solely to employee or director benefit plans or employee dividend reinvestment plans, a registration relating to the 1933 Act offer and sale of debt securities or preferred stock, a registration relating solely to a corporate reorganization (including by way of merger of NewCo or any of its equity securities (Subsidiaries with any other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Actbusiness) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity of, or combination with, another business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansa registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), then the Company shall deliver to each Investor a NewCo will (i) promptly give written notice of the proposed Piggyback Registration to the Purchaser and (ii) subject to Sections 9.4(b) and 9.4(c), include in such determination andPiggyback Registration and in any underwriting involved therein all of such Registrable Securities as are specified in a written request or requests made by the Purchaser received by NewCo within ten Business Days after such written notice from NewCo is given to the Purchaser or such shorter period of time as agreed by the Purchaser. (b) If a Piggyback Registration is an underwritten primary registration on behalf of NewCo, if and the managing underwriters advise NewCo in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within fifteen a price range acceptable to NewCo, NewCo will include in such registration (15i) days after first, the securities NewCo proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Purchaser and such other securities requested to be included in such registration by holders that are contractually entitled to include such securities therein pursuant to any written agreement entered into by NewCo or any predecessor prior to the date of this Agreement (the delivery “Other Registrable Securities”) pro rata, on the basis of the aggregate number of shares of NewCo Common Stock held by the Purchaser, on the one hand, and each such noticeholder of the Other Registrable Securities, on the other hand, and (iii) third, any other securities requested to be included in such Investor shall so request registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any holder of Other Registrable Securities, and the managing underwriters advise NewCo in writingwriting that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Other Registrable Securities, NewCo will include in such registration (A) first, the Company shall Other Registrable Securities requested to be included in such registration by the holders thereof, (B) second, the Registrable Securities requested to be included in such registration by the Purchaser, and (C) third, any other securities requested to be included in such registration. (c) NewCo and any holder of Other Registrable Securities initiating any registration will have the right to, in its sole discretion, defer, terminate or withdraw any registration initiated by it under this Section 9.4 whether or not the Purchaser has elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the event that the SEC or applicable federal securities laws and regulations prohibit NewCo from including all of the Registrable Securities requested by the Purchaser to be registered in a registration statement pursuant to this Section 9.4, then NewCo will be obligated to include in such registration statement all or any part only such limited portion of such the Registrable Securities as is permitted by the SEC or such Investor requests federal securities laws and regulations. (d) With respect to be registered; providedany Piggyback Registration, however, NewCo will have the Company shall right to select the managing underwriter and managers to administer the offering. The Purchaser may not be required to register participate in any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without Piggyback Registration hereunder which is underwritten unless the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if Purchaser (i) agrees to sell the Commission or any position of Registrable Securities held by the Staff sets forth a limitation Purchaser on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably required under the Registration Statement is in the form terms of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesunderwriting arrangements.

Piggyback Registrations. Without limiting (a) At any obligation time prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represent less than 1% of the then-issued and outstanding SpinCo Shares (including its obligations under Section 2(hor, if the Registrable Securities include securities other than SpinCo Shares, less than 1% of the then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, SpinCo shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its reasonable best efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be registereda SpinCo Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of SpinCo Shares for resale pursuant to Rule 144 without restriction (includingits own account and/or for the account of any other Persons will be a SpinCo Public Sale, without limitation, volume restrictions) and without unless such offering qualifies for an exemption from the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary SpinCo Public Sale definition in this Section 2(g2.02(a). (b) In the case of any Underwritten Offering, if each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs SpinCo and each Holder in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of SpinCo and any other Persons (other than SpinCo’s executive officers and directors) for whom SpinCo is effecting the Registration, as the case may be, proposes to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the members of the Parent Group that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders (other than members of the Parent Group) that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iv) fourth, the number of securities which of executive officers and directors of SpinCo for whom SpinCo is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (v) fifth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as SpinCo and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder shall (i) treat the Offering Confidential Information as confidential information, (ii) not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other SpinCo Shares) in accordance such Piggyback Registration and (iii) not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with SpinCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting (a) If, at any obligation of time after the Registration Rights Trigger Date, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on Form S-4 such form or Form S-8 (each as promulgated under the 1933 Actsimilar form(s) or their then equivalents relating to equity solely for registration of securities to be issued solely in connection with any acquisition an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any entity such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or business or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (c) Any Holder shall have the right to be registeredwithdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) such request must be made in writing prior to the Commission or any position earlier of the Staff sets forth a limitation on execution of the number underwriting agreement or the execution of Registrable Securities permitted the custody agreement with respect to be registered on a particular Registration Statement as a secondary offering or such registration and (ii) the Registration Statement is such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on Form S-4 such form or Form S-8 (each as promulgated under the 1933 Actsimilar form(s) or their then equivalents relating to equity solely for registration of securities to be issued solely in connection with any acquisition an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any entity such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register to permit the sale or business or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities and (i) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (c) Any Holder shall have the right to be registeredwithdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) such request must be made in writing prior to the Commission or any position earlier of the Staff sets forth a limitation on execution of the number underwriting agreement or the execution of Registrable Securities permitted the custody agreement with respect to be registered on a particular Registration Statement as a secondary offering or such registration and (ii) the Registration Statement is such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting (a) If, at any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writingtime, the Company shall include in such registration statement all Issuer proposes or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be is required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required 2.2 by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else giving written notice to the contrary Issuer of its request to withdraw. Such request must be made in this Section 2(g), if (i) writing prior to the Commission or any position earlier of the Staff sets forth execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a limitation on the number of Holder shall no longer have any right to include Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder (including at any time proposes other than in accordance with a Request for Registration to register any of its obligations under Section 2(h)) or securities under the Securities Purchase AgreementAct on Form ▇-▇, if there is not an effective Registration Statement covering all of ▇-▇ or S-3 or on any other form upon which the Registrable Securities or may be registered for sale to the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering general public, whether for its own account or for the account of others under others, the 1933 Act Company will at each such time give notice to all holders of Registrable Securities of such proposal at least thirty (30) days before the Company files a registration statement. Upon the request of any holder of its equity securities Registrable Securities given within twenty (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (1520) days after the date of the delivery of Company has given such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such will cause the Registrable Securities which the Company has been requested to register by such Investor requests holder of Registrable Securities to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by such holder of Registrable Securities of the Registrable Securities so registered; provided. (b) If securities are to be registered for sale under a registration not initiated by a Request for Registration and are to be distributed by or through a firm of underwriters, however, the Company shall not be required to register then any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested to register pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number clause (a) of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company this Section 11.3 shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested also be included in such registration regardless underwriting on the same terms as other securities of the number same class as the Registrable Securities included in such underwriting, provided that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be so registered, when added to the Registrable Securities and the securities held by each such personholders of securities other than the Registrable Securities, that can be sold without exceeding if any, will exceed the Maximum Number maximum amount of Securities.the

Piggyback Registrations. Without limiting If at any obligation of time or times after the date hereof the Company hereunder (including shall seek to register any shares of its obligations under Section 2(h)) or Common Stock under the Securities Purchase AgreementAct for sale to the public for its own account or on the account of others (except with respect to registration statements on Form ▇-▇, if there is ▇-▇ or another form not an effective Registration Statement covering available for registering the Registrable Securities for sale to the public), the Company will promptly give written notice thereof to all Holders. If within twenty (20) days after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities or the prospectus contained therein is not available for use and owned by them in such registration, the Company shall determine will use its best efforts to prepare and file with effect the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any such Registrable Securities. In the case of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely registration of shares of capital stock by the Company in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination andunderwritten public offering, if within fifteen (15the underwriter(s) days after determines that marketing factors require a limitation on the date number of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; providedoffered, howeversubject to the following sentence, the Company shall not be required to register any Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall in good faith agree to include in such offering in addition to any amount to be registered for the account of the Company. In the case of the Company’s initial public offering of Common Stock, if any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first2, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and held by any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (including Registrable Securitiesother than the Holders) for which registration has been requested having contractual, incidental “piggyback” rights pursuant to written contractual piggy-back registration rightsan agreement which is not this Agreement, (iii) third, Registrable Securities (other than the LRG Piggyback Shares) sought to be included by the Holders (other than the LRG Holders) as determined on a pro rata in accordance with basis (based upon the number respective holdings of securities that each Registrable Securities by such person has requested be included in such registration regardless Holders) and (iv) fourth, the LRG Piggyback Shares. In the case of any registered offering other than the Company’s initial public offering of Common Stock, if any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities held by each any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (other than the Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities sought to be included by the Holders as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such person, that can be sold without exceeding the Maximum Number of SecuritiesHolders).

Piggyback Registrations. Without limiting (a) The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any obligation registration statement under the Securities Act for purposes of a public offering of securities of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreementincluding, if there is but not an effective Registration Statement covering all limited to, registration statements relating to offerings of securities of the Registrable Securities or the prospectus contained therein is not available Company for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act stockholders of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then but excluding the Registration Statement and registration statements on Forms S-4 and S-8) and will offer to include in such registration statement all of such Registrable Securities held by such Holder. If the registration statement under which the Company shall deliver to each Investor a written gives notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writingunder this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders in such notice. Each Holder desiring to include in any such registration statement all or any part of such the Registrable Securities such Investor requests to be registered; providedheld by it shall, howeverwithin fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing, provided that until the first anniversary of the Effective Time, no Holder shall not be required permitted to register any sell Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject in excess of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted that such Holder would be entitled to sell under subsection (e) of Rule 144 if the Registrable Securities were "restricted securities" as defined in Rule 144 (assuming for such purpose (and for the avoidance of doubt) that one year has elapsed since the Effective Time and accordingly the volume requirements under subsection (e) of Rule 144 are immediately applicable to the Holders). No such volume limitation shall apply to any Holder after the first anniversary of the Effective Time. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be registered on a particular Registration Statement as a secondary offering or filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (iib) If the Registration Statement registration statement under which the Company gives notice under this Section 2.3 is in the form of for an underwritten offering offering, and the managing underwriter(s) underwriters advise the Company in writing that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, their opinion the number of securities which the Company desires requested to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected, or (ii) exceeds the number which can be reasonably sold in such offering, then the number of securities shares that may be included in the underwriting shall be allocated, first, to the Company if the Company, and not a stockholder, initiated the filing of the registration statement; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by each the Holders desiring to participate in the registration and underwriting pursuant to the terms of this Section 2.3; and third, to any other stockholder of the Company participating in such person, underwritten offering on a pro rata basis based on the number of shares that can be sold without exceeding the Maximum Number of Securitiesall such stockholders desire to register.

Piggyback Registrations. Without limiting any obligation (a) Prior to the earlier to occur of the Company hereunder third anniversary of the Donnelley Financial Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of Donnelley Financial’s then-issued and outstanding Common Stock (including its obligations under Section 2(hor, if the Registrable Securities include securities other than Common Stock, less than 1% of Donnelley Financial’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if Donnelley Financial proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their then equivalents relating to equity securities plan of distribution, as would be required to be issued solely included in a Registration Statement covering the sale of the Registrable Securities, (iv) in connection with any acquisition dividend reinvestment or similar plan, (v) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (a “Donnelley Financial Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, Donnelley Financial shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), if a Holder delivers a request for a Piggyback Registration in writing within five Business Days after the receipt of notice of any such Donnelley Financial Public Sale, Donnelley Financial shall use its commercially reasonable efforts to include in a Registration Statement with respect to a Donnelley Financial Public Sale all Registrable Securities that are requested to be included therein; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Donnelley Financial shall determine for any reason not to Register or to delay Registration of the Donnelley Financial Public Sale, Donnelley Financial may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock in the Donnelley Financial Public Sale. No Registration effected under this Section 2.02 shall relieve Donnelley Financial of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, Donnelley Financial’s filing of a Shelf Registration Statement shall not be deemed to be registereda Donnelley Financial Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of Donnelley Financial’s Common Stock for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without its own account and/or for the need account of any other Persons will be a Donnelley Financial Public Sale unless such offering qualifies for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are an exemption from the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary Donnelley Financial Public Sale definition in this Section 2(g2.02(a), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) At any obligation time prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date and the date on which the Registrable Securities then held by the Holder(s) represent less than 1% of the then-issued and outstanding SpinCo Shares (including its obligations under Section 2(hor, if the Registrable Securities include securities other than SpinCo Shares, less than 1% of the then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Transfer”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, SpinCo shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its reasonable best efforts to include in a Registration Statement with respect to a SpinCo Public Transfer all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Transfer, SpinCo may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Transfer. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be registereda SpinCo Public Transfer; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of SpinCo Shares for resale pursuant to Rule 144 without restriction (includingits own account and/or for the account of any other Persons will be a SpinCo Public Transfer, without limitation, volume restrictions) and without unless such offering qualifies for an exemption from the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary SpinCo Public Transfer definition in this Section 2(g2.02(a). (b) In the case of any Underwritten Offering, if each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs SpinCo and each Holder in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Transferred in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of SpinCo and any other Persons (other than SpinCo’s executive officers and directors) for whom SpinCo is effecting the Registration, as the case may be, that SpinCo and such Persons propose to Transfer, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Transferred without having such adverse effect, with such number to be allocated pro rata among the members of the Parent Group that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Transfer, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Transferred without having such adverse effect, with such number to be allocated pro rata among the Holders (other than members of the Parent Group) that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Transfer, (iv) fourth, the number of securities which of executive officers and directors of SpinCo for whom SpinCo is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (v) fifth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as SpinCo and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other SpinCo Shares) in accordance such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and shall cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with SpinCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting any obligation (a) Prior to the earlier to occur of the Company hereunder (including its obligations under Section 2(h)second anniversary of the Distribution or the date on which the Registrable Securities then held by the Holder(s) or represents less than 1% of Post’s then issued and outstanding Common Stock, if Post proposes to file a Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its Common Stock for its own account or and/or for the account of others under the 1933 Act of any of its equity securities other Persons (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar forms that relate to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their then equivalents relating to equity securities plan of distribution, as would be required to be issued solely included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any acquisition dividend reinvestment or similar plan, (v) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (a “Post Public Sale”), then then, as soon as practicable (but in no event less than 15 days prior to the Company proposed date of filing such Registration Statement), Post shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), Post shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities which are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Post shall determine for any reason not to Register or to delay Registration of such securities, Post may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15i) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) 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 shares of Common Stock. No Registration effected under this Section 2.02 shall relieve Post of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, Post’s filing of a Shelf Registration Statement shall not be deemed to be registereda Post Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of Post’s Common Stock for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without its own account and/or for the need account of any other Persons will be a Post Public Sale unless such offering qualifies for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary an exemption from Post Public Sale definition in this Section 2(g2.02(a). (b) Each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Post of such Holder’s request to withdraw and, if subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to two Business Days before the effective date thereof, whereupon such Holder shall as promptly as reasonably practicable pay to Post all Registration Expenses incurred by Post in connection with the registration of such withdrawn Registrable Securities under the Securities Act or the Exchange Act and the inclusion of such shares in the Registration Statement. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs Post and Holders in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class which such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that which can be sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of Post and any other Persons (other than Post’s executive officers and directors) for whom Post is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of securities which Registrable Securities of such class that, in the Company desires opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, be allocated pro rata among the Holders that have requested to participate in accordance with such Registration based on the relative number of securities that each Registrable Securities of such person has class requested by such Holder to be included in such registration regardless sale (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights of other holders, (iii) third, the number securities of executive officers and directors for whom Post is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and directors, and (iv) fourth, any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as Post and those holders may agree. (d) After a Holder has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder shall treat the Offering Confidential Information as confidential information and shall not use the Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other shares of Common Stock) in such Piggyback Registration and agrees not to disclose the Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2.02(d), provided, that such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall cooperate with the Issuer to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting (a) If at any obligation time the Company intends to file on its behalf or on behalf of any holder of its securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC other than a registration statement relating to an offering for its own account on Form S-8 or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit planssuccessor forms), then the Company shall deliver to each Investor a give written notice of such determination andintention (an “Intended Offering Notice”) to each Holder at least 20 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such Holder may request, if within fifteen subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities, together with a good faith estimate by the Company of the proposed maximum offering price of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (15such written notice from any such Holder being a “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the delivery Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 3 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such noticesale). If any Registration pursuant to this Section 3 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Investor shall so request Holder’s participation in writingthe underwriting agreements and arrangements required by this Agreement. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that the Company proposes to sell, (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders thereof based on the respective amount of Applicable Securities owned by them and (iii) third, if any, securities held by other holders of securities of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration statement all rights with respect to such securities. (c) The rights of the Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which rights under Section 3 may exist (or have been exercised) at any part time and for any reason without liability hereunder. In such event, the Company shall notify each Holder that has delivered a Piggyback Notice to participate therein. No Registration of such Registrable Securities such Investor requests effected pursuant to a request under this Section 3 shall be registereddeemed to be, or shall relieve the Company of its obligation to effect, a Registration upon request under Section 2 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (includinginconsistent with, without limitationor adversely affect, volume restrictions) the rights and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject benefits of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number holders of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is contained in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesthis Agreement.

Piggyback Registrations. Without limiting any obligation (a) Prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of Baxalta’s then-issued and outstanding Common Stock (including its obligations under Section 2(hor, if the Registrable Securities include securities other than Common Stock, less than 1% of Baxalta’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if Baxalta proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their then equivalents relating to equity securities plan of distribution, as would be required to be issued solely included in a Registration Statement covering the sale of the Registrable Securities, (iv) in connection with any acquisition dividend reinvestment or similar plan, (v) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (a “Baxalta Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, Baxalta shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), Baxalta shall use its commercially reasonable efforts to include in a Registration Statement with respect to a Baxalta Public Sale all Registrable Securities that are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Baxalta shall determine for any reason not to Register or to delay Registration of the Baxalta Public Sale, Baxalta may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock in the Baxalta Public Sale. No Registration effected under this Section 2.02 shall relieve Baxalta of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, Baxalta’s filing of a Shelf Registration Statement shall not be deemed to be registereda Baxalta Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of Baxalta’s Common Stock for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without its own account and/or for the need account of any other Persons will be a Baxalta Public Sale unless such offering qualifies for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are an exemption from the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary Baxalta Public Sale definition in this Section 2(g2.02(a). (b) In the case of any Underwritten Offering, if each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Baxalta of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs Baxalta and each Holder in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of Baxalta and any other Persons (other than Baxalta’s executive officers and directors) for whom Baxalta is effecting the Registration, as the case may be, proposes to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such Sale, (iii) third, the number of securities which of executive officers and directors of Baxalta for whom Baxalta is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (iv) fourth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as Baxalta and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other shares of Common Stock) in accordance such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with Baxalta to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementCompany, if (i) there is not an effective Registration Statement covering all of the Registrable Securities or Securities, if the prospectus Prospectus contained therein is not available for use use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the SEC Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Investor Holder requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g2(f) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the contrary rights of the Holders set forth in this Section 2(g2(f), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) If at any obligation of the Company hereunder time (including its obligations under Section 2(h)i) or LPL proposes to file a Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file Act with the SEC a registration statement relating respect to an offering of Shares for its own account or for the account of others under the 1933 Act of any of its equity securities other Person (any such Person, a “Registering Party”) other than (i) a registration under Section 4.2 or Section 4.3 or (ii) a Registration on Form S-4 or Form S-8 S-8, or any successor or similar forms, LPL shall each such time promptly give written notice to any Stockholder that Beneficially Owns any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected and of such Stockholder’s rights under this Section 4.7 (the “Piggyback Notice”). Subject to Section 4.7(c) and Section 4.7(d), LPL shall include, and will cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Shares proposed to be sold by LPL or such Registering Party in such offering, on a pro rata basis for the Stockholder, all Registrable Securities that LPL has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register for such Stockholder (each as promulgated under such registration pursuant to this Section 4.7, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the 1933 Act) or their then equivalents relating to equity securities to be issued solely effective date of the Registration Statement filed in connection with such registration, LPL shall determine for any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)reason not to register such Shares, then the Company LPL, shall deliver to each Investor a give written notice of such determination to all Stockholders who Beneficially Own any Registrable Securities and, if within fifteen (15) days after the date thereupon, LPL shall be relieved of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by LPL to delay registration of Shares, such Stockholders shall be permitted to delay the registration of their Registrable Securities for the same period as the delay in registering such other Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 2(g) that are eligible for resale 4.7, all Stockholders proposing to distribute their securities pursuant to Rule 144 without restriction (includingthis on Section 4.7 shall, without limitationat the request of LPL, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary enter into an agreement in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the customary form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of underwriter or underwriters selected by LPL or the number of securities held by each such personRegistering Party, that can be sold without exceeding the Maximum Number of Securitiesas applicable.

Piggyback Registrations. Without limiting Except as otherwise provided in this Section 2(b), if at any obligation of time the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine decides to prepare and file with the SEC Commission a registration statement Registration Statement relating to an underwritten public offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents then-equivalent forms relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Investor a Holder of Registrable Securities written notice of such determination decision and, if within fifteen ten (1510) days after the date of the delivery receipt of such notice, any such Investor Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder in connection with such underwritten public offering; provided, however, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall decide for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such decision to such Holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2(b) for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities that such Investor Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g2(b) that are eligible for resale sale pursuant to Rule 144 without restriction 144(k) of the Securities Act, as determined by the mutual written agreement of the Company and such Holder (includingit being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, without limitation, volume restrictions) and without in such event the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2Company’s registration obligations with respect thereto shall cease). Notwithstanding any other provision of this Section 2(b), if applicable) or that are in the subject case of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g)an underwritten public offering, if (i) the Commission or any position of the Staff sets forth managing underwriter reasonably determines that marketing factors require a limitation on the number of shares to be offered, the underwriter may (subject to the allocation priority set forth below) exclude from such Registration Statement up to all of the securities which would otherwise be offered by persons other than the Company for the Company’s own account. The Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be offered and the number of shares of securities that are to be excluded from registration. Securities to be excluded from registration shall be determined in the following order of priority: first to be excluded, the securities held by any person not having contractual piggyback registration rights; second to be excluded, securities held by any person having contractual piggyback registration rights pursuant to an agreement other than either the Rights Agreement dated as of November 13, 1998 by and between the Company and America Online, Inc. or this Agreement; third to be excluded, Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or of the Holders, reduced pro rata among such Holders (ii) based upon the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been Securities requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, in the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securitiesregistration); and secondlast to be excluded, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such personany person having contractual piggyback registration rights pursuant to the Rights Agreement dated as of Novermber 13, that can be sold without exceeding 1998 by and between the Maximum Number of Securities.Company and America Online, Inc.

Piggyback Registrations. Without limiting (a) The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to filing any obligation registration statement under the Securities Act for purposes of effecting a public offering of any securities of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC other than a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 S-8 or Form S-8 (S-4, or any successor forms thereof). Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as each as promulgated under such Eligible Holder may request, subject to the 1933 Act) or their conditions set forth herein, and shall specify, to the extent then equivalents relating to equity known, the number and class of securities proposed to be issued solely in connection with registered, the proposed date of filing of such registration statement, any acquisition proposed means of distribution of such securities, any entity proposed managing underwriter or business or equity underwriters of such securities issuable in connection with the Company’s stock option or other employee benefit plans), then and a good faith estimate by the Company shall deliver to each Investor a written notice of the proposed maximum offering price of such determination andsecurities, if within fifteen (15) days after as such price is proposed to appear on the date of the delivery facing page of such notice, any such Investor shall so request in writing, the Company shall registration statement. If an Eligible Holder of Registrable Securities desires to include in any such registration statement all or any part of such the Registrable Securities such Investor requests to be registered; provided, howeverthen held, the Eligible Holder shall, within ten (10) days after receipt of the Intended Offering Notice from the Company, so notify the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction in writing (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2"Piggy-back Notice"), if applicable) or that are and in such notice shall inform the subject Company of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted the Eligible Holder wishes to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included include in such registration regardless statement and offered to the public. Upon the request of the number Company, the Selling Shareholders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. If the Eligible Holder decides not to include all of securities held its Registrable Securities in any registration statement thereafter filed by each such personthe Company, that can Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be sold without exceeding filed by the Maximum Number Company with respect to offerings of Securitiesits securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. Without limiting (i) After the expiration of the Holdback Period, for so long as any obligation Investor holds Registrable Securities, the Company shall notify the Investors in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of equity securities of the Company hereunder (including its obligations including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements and any registration statement filed pursuant to a demand under Section 2(h1(a)) and will afford the Investor a reasonable opportunity to include in such public offering all or under part of such Registrable Securities held by the Securities Purchase Agreement, if there is not Investor. If an effective Registration Statement covering Investor desires to include in any such public offering all or any part of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)held by it, then the Company shall deliver to each such Investor a written notice of such determination andshall, if within fifteen (15) days after the date above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the delivery Registrable Securities by the Investor. If the Investor decides not to include all of such noticeits Registrable Securities in any public offering thereafter filed by the Company, any such Investor shall so request nevertheless continue to have the right to include any Registrable Securities in writingany subsequent public offering or public offerings as may be made by the Company, all upon the terms and conditions set forth herein. (ii) If the public offering of which the Company gives notice under this Section 1(b) is for an underwritten offering, the Company shall so advise the Investors. In such event, the right of an Investor to include Registrable Securities in a public offering pursuant to this Section 1(b) shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. Each of the Company and such Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investors participating in the offering). Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing, pricing or similar factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, shares that the Company proposes to sell (if participating in the offering); (ii) second, shares that SunEdison or its Affiliates (if participating in the offering) propose to sell; (iii) third, the Registrable Securities requested to be included in such underwriting and the shares that other stockholders with registration statement all or rights requested to be included in such underwriting which, in the opinion of the underwriters, can be sold without any part such adverse effect, pro rata among the holders of such Registrable Securities such Investor requests to be registered; provided, however, and other shares on the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject basis of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or shares owned by each such holder, and (iiiv) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securitiesfourth, taken together with all of the any other securities which the Company desires requested to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless underwriting which, in the opinion of the number of securities held by each such personunderwriters, that can be sold without exceeding any such adverse effect. (iii) The Company shall have the Maximum Number right to terminate or withdraw any public offering initiated by it under this Section 1(b) whether or not an Investor has elected to include securities in such public offering, and shall promptly notify the Investors in writing (if any has elected to include shares in such public offering) of Securitiessuch termination or withdrawal.

Piggyback Registrations. Without limiting any obligation of (a) Subject to Section 4(b), whenever prior to the Termination Date the Company hereunder (including its obligations under Section 2(h)) or proposes to register any Ordinary Shares under the Securities Purchase Agreement, if there is not an effective Act (other than a registration (i) pursuant to a Registration Statement covering all of the Registrable Securities on Form S-8 (or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a other registration statement solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan, (iv) of Ordinary Shares or other securities issuable or deliverable in connection with the Deferred Share Entitlements or (v) in connection with any securities issuable or deliverable upon the conversion or exchange of any convertible or exchangeable debt instruments), whether for its own account or for the account of others under one or more shareholders of the 1933 Act of any of its equity securities Company (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 ActHolders of Registrable Securities) or their then equivalents relating to equity securities and the form of Registration Statement to be issued solely in connection with used may be used for any acquisition registration of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansRegistrable Securities (a “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give at least ten (10) Business Days’ prior written notice to each Holder of Registrable Securities that, to its knowledge, holds (together with its Permitted Transferees) at least 1.0% of the Company’s outstanding share capital of its intention to effect such a registration and, subject to Sections 4(b) and 4(c), shall include in such registration statement all or Registration Statement and in any part offering of such Registrable Securities such Investor requests Ordinary Shares to be registered; provided, however, the Company shall not be required to register any Registrable Securities made pursuant to this Section 2(g) such Registration Statement that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting by such Holder for the proposed offering priceaccount of such Holder; provided that the Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback Registration to Holders or, timing, distribution method, or probability in the case of success (collectivelya primary offering, such limitation shorter time as is reasonably specified by the Company in light of the circumstances; provided, further, that only Registrable Securities of the same class or classes as the securities being registered may be included. This Agreement alone shall not be interpreted to impose on the Company any obligation to proceed with any Piggyback Registration and the Company may, in its sole discretion, abandon, terminate and/or withdraw a Piggyback Registration for any reason at any time prior to the pricing thereof. If a Piggyback Registration is effected pursuant to a Registration Statement on Form F-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Maximum Number of SecuritiesPiggyback Shelf Registration Statement”), then the Holders of Registrable Securities shall be notified by the Company of and shall limit have the securities right, but not the obligation, to be included on participate in any offering pursuant to such Piggyback Shelf Registration Statement to: first(a “Piggyback Shelf Takedown”), subject to the number of securities which the Company desires same limitations that are applicable to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesany other Piggyback Registration as set forth above.

Piggyback Registrations. Without limiting any obligation (a) Prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of Lumentum’s then-issued and outstanding Common Stock (including its obligations under Section 2(hor, if the Registrable Securities include securities other than Common Stock, less than 1% of Lumentum’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if Lumentum proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (a “Lumentum Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, Lumentum shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), Lumentum shall use its commercially reasonable efforts to include in a Registration Statement with respect to a Lumentum Public Sale all Registrable Securities that are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Lumentum shall determine for any reason not to Register or to delay Registration of the Lumentum Public Sale, Lumentum may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock in the Lumentum Public Sale. No Registration effected under this Section 2.02 shall relieve Lumentum of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, Lumentum’s filing of a Shelf Registration Statement shall not be deemed to be registereda Lumentum Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of Lumentum’s Common Stock for its own account and/r for the Company account of any other Persons will be a Lumentum Public Sale unless such offering qualifies for an exemption from the Lumentum Public Sale definition in this Section. (b) In the case of any Underwritten Offering, each Holder shall not be required have the right to register any withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to this Section 2(g2.02(a) that are eligible for resale pursuant at any time prior to Rule 144 without restriction the execution of an underwriting agreement with respect thereto by giving written notice to Lumentum of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (including, without limitation, volume restrictionsc) and without If the need for current public information required by Rule 144(c)(1) (managing underwriter or Rule 144(i)(2), if applicable) or that are the subject underwriters of any proposed Underwritten Offering of a then-effective class of Registrable Securities included in a Piggyback Registration Statement. Notwithstanding anything else to the contrary informs Lumentum and each Holder in this Section 2(g)writing that, if (i) the Commission in its or any position of the Staff sets forth a limitation on their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of Lumentum and any other Persons (other than Lumentum’s executive officers and directors) for whom Lumentum is effecting the Registration, as the case may be, proposes to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such Sale, (iii) third, the number of securities which of executive officers and directors of Lumentum for whom Lumentum is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (iv) fourth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as Lumentum and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other shares of Common Stock) in accordance such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with Lumentum to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting any obligation of If the Company hereunder (including its obligations under Section 2(h)) or at any time proposes to register under the Securities Purchase AgreementAct any Stock or any security convertible into or exchangeable or exercisable for Stock, if there is whether or not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering sale for its own account or and other than pursuant to a Demand Registration (it being understood that an Investor may include its Registrable Stock in a registration effected pursuant to a Demand Registration in accordance with Section 6(a)), on a form and in a manner which would permit registration of the account of others Registrable Stock held by an Investor for sale to the public under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such give written notice of the proposed registration statement to each Investor not later than thirty (30) days prior to the filing thereof. Each Investor shall have the right to request that all or any part of its Registrable Stock be included in such Registrable Securities registration. Each Investor can make such Investor requests a request by giving written notice to be registeredthe Company within ten (10) Business Days after the receipt of the Company’s notice of the proposed registration; provided, however, that if the registration is an underwritten registration and there is an Underwriter Cutback, the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the offering, as follows: first, the securities which the Company proposes to sell; second, the Registrable Stock of such Investors, pro rata among all such Investors on the basis of the relative percentage of Registrable Stock then held by all Investors who have requested that Registrable Stock owned by them be so included (it being further agreed and understood, however, that such underwriters shall not have the right to eliminate entirely the participation of the Investors); and third, the comparable securities of any additional holders of the Company’s securities (including any such securities held by current or former officers or employees of or consultants to the Company), pro rata among all such holders on the basis of the relative percentage of such securities then held by all such holders who have requested that securities owned by them be required to register so included. For purposes of any Registrable Securities Underwriter Cutback pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(26(b), if applicable) all Registrable Stock proposed to be sold by any Investor shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or that are Affiliates of such Investor, or the subject estates and family members of a then-effective Registration Statement. Notwithstanding anything else any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Investor or such partners, retired partners, trusts or Affiliates, any Charitable Organization to which any of the foregoing shall have contributed Registrable Stock prior to the contrary execution of the underwriting agreement in connection with such underwritten registration, and such Investor and other Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of securities proposed to be sold by all entities and individuals included in such selling Investor, as defined in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of sentence. Registrable Securities permitted Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Investor shall be sold to the prospective underwriters, on a particular the terms and subject to the conditions of one or more underwriting agreements negotiated between the holders of Registrable Stock to which such Registration Statement as relates, the Company and the prospective underwriters. Any Investor who holds Registrable Stock being registered in any offering shall have the right to receive a secondary offering or (ii) the Registration Statement is in copy of the form of underwriting agreement and shall have an underwritten offering and opportunity to hold discussions with the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all lead underwriter of the other securities which the terms of such underwriting agreement. The Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution methodmay withdraw any Registration Statement at any time before it becomes effective, or probability postpone or terminate the offering of success (collectivelysecurities, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities without obligation or liability to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesany Investor.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on Form S-4 such form or Form S-8 (each as promulgated under the 1933 Actsimilar form(s) or their then equivalents relating to equity solely for registration of securities to be issued solely in connection with any acquisition an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any entity such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register to permit the sale or business or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities and (i) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (c) Any Holder shall have the right to be registeredwithdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) such request must be made in writing prior to the Commission or any position earlier of the Staff sets forth a limitation on execution of the number underwriting agreement or the execution of Registrable Securities permitted the custody agreement with respect to be registered on a particular Registration Statement as a secondary offering or such registration and (ii) the Registration Statement is such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting If, at any obligation time prior to the one (1) year anniversary of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementClosing Date, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)a Special Registration Statement, then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen (15) seven days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g6(f) that are (i) eligible for resale by such Holder pursuant to Rule 144 without restriction volume or manner-of-sale restrictions or (including, without limitation, volume restrictionsii) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g)foregoing obligations, if the total number of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (iother than by the Company) that the Commission underwriters or any position the Company in their reasonable discretion determine is compatible with the success of the Staff sets forth a limitation on offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters or the Company determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering owned by each selling Holder or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, other proportions as shall mutually be agreed to by all such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesselling Holders.

Piggyback Registrations. Without limiting any obligation of (a) Whenever the Company hereunder (including its obligations under Section 2(h)) or proposes to register any Equity Securities under the Securities Purchase Agreement, if there is not an effective Act (other than a registration (i) pursuant to a Registration Statement covering all of the Registrable Securities on Form S-8 (or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a other registration statement solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule to Rule 145) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more stockholders of the 1933 Act of any of its equity securities Company (other than on Form S-4 or Form S-8 a Demand Registration (each as promulgated for which participation is provided under the 1933 ActSection 2)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans(a “Piggyback Registration”), then the Company shall deliver give prompt written notice to each Investor Holder of Registrable Securities of its intention to effect such a written registration. The Company shall in no event give that notice of such determination and, if within fifteen in less than ten (1510) business days after prior to the proposed date of filing of the delivery of such notice, any such Investor shall so request in writingapplicable Registration Statement. Subject to Sections 5(b) and 6(c), the Company shall include in such registration statement all or the Registration Statement and in any part offering of such Registrable Equity Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities made pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or Registration Statement that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting by a Holder for the proposed account of that Holder if the Company has received a written request for inclusion in the Registration Statement from that Holder no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering price, timing, distribution method, to be made on a delayed or probability of success continuous basis pursuant to Rule 415 under the Securities Act or any successor rule to Rule 415 (collectively, such limitation the a “Maximum Number of SecuritiesPiggyback Shelf Registration Statement”), then the Holders of Registrable Securities shall be notified by the Company of and shall limit have the securities right, but not the obligation, to be included on participate in any offering pursuant to such Piggyback Shelf Registration Statement to: first(a “Piggyback Shelf Takedown”), subject to the number of securities which the Company desires same limitations that are applicable to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesany other Piggyback Registration as set forth above.

Piggyback Registrations. Without limiting any obligation of (a) Whenever the Company hereunder (including its obligations under Section 2(h)) or proposes to register any Equity Securities under the Securities Purchase Agreement, if there is not an effective Act (other than a registration (i) pursuant to a Registration Statement covering all of the Registrable Securities on Form S-8 (or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a other registration statement solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more shareholders of the 1933 Act of any of its equity securities Company (other than on Form S-4 or Form S-8 the Holders of Registrable Securities) (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansa “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to effect such a registration (but in no event less than ten (10) Business Days prior to the proposed date of filing of the applicable Registration Statement and, subject to Section 7(b) and Section 7(c), shall include in such registration statement all or Registration Statement and in any part offering of such Registrable Equity Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities made pursuant to this Section 2(g) such Registration Statement that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting by such Holder for the proposed account of such Holder; provided, that the Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering price, timing, distribution method, to be made on a delayed or probability of success continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (collectively, such limitation the a “Maximum Number of SecuritiesPiggyback Shelf Registration Statement”), then the Holders of Registrable Securities shall be notified by the Company of and shall limit have the securities right, but not the obligation, to be included on participate in any offering pursuant to such Piggyback Shelf Registration Statement to: first(a “Piggyback Shelf Takedown”), subject to the number of securities which the Company desires same limitations that are applicable to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesany other Piggyback Registration as set forth above.

Piggyback Registrations. Without limiting (a) If, at any obligation of time or from time to time the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities required to register or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to commence an offering for its own account or the account of others under the 1933 Act of any of its equity securities for its own account or otherwise on a non-shelf registration statement (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings on a non-shelf registration statement pursuant to Section 2.1), the Company will: (i) promptly give to each as promulgated Holder written notice thereof prior to the filing of any registration statement under the 1933 Securities Act, which notice shall be given no later than five Business Days prior to the piggyback deadline set forth in Section 2.2(a)(ii); and (ii) include in such registration and in any underwriting involved therein (if any), all the Registrable Securities specified in a written request or their then equivalents relating requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than 5:00 p.m., New York City Time, on the second Business Day prior to equity securities the date on which the preliminary prospectus intended to be issued solely used in connection with marketing efforts for the relevant offering is expected to be filed with the SEC, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. (b) If, at any acquisition time or from time to time the Company proposes or is required to register any of its equity securities for its own account or otherwise on a shelf registration statement (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations on a shelf registration statement pursuant to Section 2.1), the Company will: (i) promptly give to each Holder written notice thereof prior to the filing of any entity registration statement under the Securities Act, which notice shall be given no later than five Business Days prior to the piggyback deadline set forth in Section 2.2(b)(ii); and (ii) include in such registration all the Registrable Securities specified in a written request or business requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than 5:00 p.m., New York City Time, on the second Business Day prior to the date on which registration statement is expected to be filed with the SEC. (c) If, at any time or from time to time the Company proposes or is required to commence a “takedown” off of an effective shelf registration statement of any of its equity securities issuable for its own account or otherwise (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings on a non-shelf registration statement pursuant to Section 2.1), the Company will: (i) promptly give to each Holder that has Registrable Securities registered on such shelf registration statement written notice thereof prior to the filing of any registration statement under the Securities Act, which notice shall be given no later than (x) other than in connection with a Block Trade, five Business Days prior to the piggyback deadline set forth in Section 2.2(c)(ii) or (y) in connection with a Block Trade, no later than 5:00 p.m., New York City time, on the second Business Day prior to the date of proposed execution of such Block Trade; and (ii) include in such underwritten takedown, all the Registrable Securities specified in a written request or requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than (x) other than in connection with a Block Trade, 5:00 p.m., New York City time, on the second Business Day prior to the date on which the preliminary prospectus or preliminary prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be filed with the SEC or (y) in connection with a Block Trade, 8:00 a.m., New York City time, on the date of proposed execution of the Block Trade. (d) There is no limitation on the number of such piggyback registrations pursuant to Sections 2.2(a), 2.2(b) or 2.2(c) which the Company is obligated to effect. No registration of Registrable Securities effected under Section 2.2(a), 2.2(b) or 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (e) If the registration in this Section 2.2 involves an underwritten offering, the right of any Holder to include its Registrable Securities in a registration or offering pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company’s stock option ) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (f) The Company, subject to 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued Company Shares or Company Shares held by the Company as treasury shares and (ii) any other employee benefit plansCompany Shares which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, then however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. (g) Other than, for the avoidance of doubt, in connection with a Demand Registration pursuant to Section 2.1, if, at any time after giving written notice of its intention to register or sell any equity securities pursuant to this Section 2.2 and prior to the effective date of the registration statement filed in connection with such registration or sale of such equity securities, the Company shall deliver determine for any reason not to each Investor a register or sell or to delay registration or sale of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities and (i) in the case of a determination not to register or sell, if within fifteen shall be relieved of its obligation to register or sell any Registrable Securities in connection with such abandoned registration or sale, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part sale of its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (h) Notwithstanding anything contained herein to be registeredthe contrary, the Company shall, at the request of any Holder, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law. (i) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the Company shall not be required earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information such registration or as otherwise required by Rule 144(c)(1the underwriters. (j) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else in this Agreement to the contrary contrary, the rights of any Holder set forth in this Section 2(g), if (i) the Commission or Agreement shall be subject to any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company Lock-Up Agreement that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration such Holder has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesentered into.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreementhereunder, if (i) there is not an effective Registration Statement covering all of the Registrable Securities or Securities, if the prospectus contained therein is not available for use use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the SEC Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the 1933 Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Investor Holder requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or 2.e that are the subject of a then-effective Registration Statement; and provided further that the Company shall not be required to include any Registrable Securities which an underwriter shall advise the Company will materially adversely affect the Company’s ability to sell all of the shares which the Company intended to sell. Notwithstanding anything else The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the contrary rights of the Holders set forth in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities2.e.

Piggyback Registrations. Without limiting any obligation of If the Company hereunder (including its obligations under Section 2(h)) at any time proposes to file or publish a Registration Statement under the Securities Purchase AgreementAct, if there is not an effective Registration Statement covering all respectively, with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its securities for its own account or for the account of others under the 1933 Act of any of its equity securities other Persons (other than (i) a registration under Section 2.1 or (ii) a registration on Form S-4 S-4, F-4 or Form S-8 or any similar or successor form to such Forms (each as promulgated under the 1933 Act) or their then equivalents relating such registration pursuant to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansclause (ii), then a “Company Sale”)), then, as soon as practicable (but in no event less than 15 business days prior to the proposed date of filing or publishing, as the case may be, such Registration Statement), the Company shall deliver to each Investor a give written notice of such determination and, if within fifteen (15) days after proposed filing to all Holders of Registrable Securities and such notice shall offer the date of the delivery Holders of such noticeRegistrable Securities the opportunity, any subject to Section 2.3, to register under such Investor shall so Registration Statement such number of Registrable Securities as each such Holder may request in writingwriting (a “Piggyback Registration”). Pursuant and subject to Section 2.3, the Company shall include in such registration statement Registration Statement all or any part of such Registrable Securities such Investor requests which are requested to be registeredincluded therein within 21 days after the receipt by such Holder of any such notice; providedincluding, howeverif necessary, filing with the SEC, a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that if at any time after giving written notice of its intention to register any securities of the Company and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be required relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) 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. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2(g) 2.2 must, and the Company shall make such arrangements with the underwriters so that are eligible for resale each such Holder may, participate, subject to Section 2.3, in such Underwritten Offering. If the offering pursuant to Rule 144 without restriction (includingsuch Registration Statement is to be on any other basis, without limitation, volume restrictions) and without the need then each Holder making a request for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Piggyback Registration Statement. Notwithstanding anything else pursuant to the contrary in this Section 2(g)2.2 must, if (i) and the Commission or any position of the Staff sets forth a limitation Company will make such arrangements so that each such Holder may, participate, subject to Section 2.3, in such offering on the number such basis. Each Holder of Registrable Securities shall be permitted to be registered on withdraw all or part of such Holder’s Registrable Securities from a particular Piggyback Registration Statement as a secondary offering or (ii) at any time prior to the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieseffective date thereof.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 S- 8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting any obligation (a) After the third anniversary of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementClosing Date, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine determines to prepare and file with the SEC a registration statement relating to an offering register any of its securities either for its own account or the account of others under a security holder or holders, other than a registration pursuant to Section 6.1, a registration relating solely to employee or director benefit plans or employee dividend reinvestment plans, a registration relating to the 1933 Act offer and sale of debt securities, a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its equity securities (Subsidiaries with any other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Actbusiness) or acquisition of another business or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company will (i) promptly give written notice of the proposed Piggyback Registration to the Purchaser and (ii) subject to Sections 6.4(b) and 6.4(c), include in such Piggyback Registration and in any underwriting involved therein all of such Registrable Securities as are specified in a written request or requests made by the Purchaser received by the Company within 10 Business Days after such written notice from the Company is given to the Purchaser. (b) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their then equivalents relating to equity opinion the number of securities requested to be issued solely included in connection with such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by holders that are contractually entitled to include such securities therein pursuant to any acquisition written agreement entered into by the Company prior to the date of this Agreement (the “Other Registrable Securities”) pro rata, on the basis of the number of shares of Common Stock held by the Purchaser and the holders of the other Registrable Securities and the Registrable Securities requested to be included in such registration by the Purchaser and (iii) third, any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any entity holder of Other Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Other Registrable Securities, the Company will include in such registration (A) first, the Other Registrable Securities requested to be included in such registration by the holders thereof, (B) second, the Registrable Securities requested to be included in such registration by the Purchaser and (C) third, any other securities requested to be included in such registration. (c) The Company and any holder of Other Registrable Securities initiating any registration will have the right to, in its sole discretion, defer, terminate or business withdraw any registration initiated by it under this Section 6.4 whether or equity not the Purchaser has elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the event that the SEC or applicable federal securities issuable laws and regulations prohibit the Company from including all of the Registrable Securities requested by the Purchaser to be registered in connection with the Company’s stock option or other employee benefit plans)a registration statement pursuant to this Section 6.4, then the Company shall deliver will be obligated to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part only such limited portion of such the Registrable Securities as is permitted by the SEC or such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) federal securities laws and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesregulations.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, after the Effectiveness Deadline, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary included in this Section 2(g)Agreement, if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted an Investor fails to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement timely furnish such information that Company determines, after consultation with its counsel, is reasonably required in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or order for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: firstor prospectus to comply with the 1933 Act (it being understood that delivery of such information within five (5) Trading Days of such request shall be deemed timely hereunder), the number applicable Filing Deadline and Effectiveness Deadline of securities which such Registration Statement shall be automatically extended on a day-by-day basis for each calendar day thereafter until the Company desires Investor has furnished such information to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesCompany.

Piggyback Registrations. Without limiting any obligation Subject to the terms of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase this Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine proposes to prepare and file with the SEC a registration statement relating to an offering register for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option public offering of such securities, or other employee benefit plans), then if any demand registration of equity securities is requested by investors making equity investment in the Company shall deliver subsequent to each Investor a written notice of such determination and, if within fifteen (15) days after the date of equity investment in the delivery of such notice, any such Investor shall so request in writingCompany by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to an initial public offering or secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 4.3 or Section 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Investor requests Holder. Each Holder desiring to be registered; providedinclude in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) Business Days after receipt of the above described notice from the Company, however, so notify the Company in writing, and in such notice shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without inform the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject Company of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted such Holder wishes to be registered on include in such registration statement. If a particular Registration Statement as a secondary offering or (ii) the Registration Statement is Holder decides not to include all of its Registrable Securities in the form of an underwritten offering and the managing underwriter(s) advise any registration statement thereafter filed by the Company that or any subsequent investors, such Holder shall nevertheless continue to have the dollar amount right to include any Registrable Securities in any subsequent registration statement or number of Registrable Securities, taken together with all of the other securities which registration statements as may be filed by the Company desires or any subsequent investors with respect to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholdersofferings of its securities, exceeds all upon the maximum dollar amount or maximum number terms and conditions set forth herein. No Shareholder of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit be granted the securities piggyback registration right under this Section 4.4 that is superior to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless those of the number Holders without prior written consent of securities held by each such person, that can be sold without exceeding Holders holding at least sixty percent (60%) of the Maximum Number of SecuritiesRegistrable Securities then outstanding.

Piggyback Registrations. Without limiting (a) If the Parent proceeds with the preparation and filing of a prospectus in Canada or a registration statement in the United States in connection with a proposed distribution by Parent of any obligation of its securities for its own account, or for the account of any other securityholder whether pursuant to the exercise of registration rights by such other securityholder or otherwise, the Parent shall give written notice thereof to the Investors as soon as practicable (the "Piggyback Notice"). In such event, the Investors shall be entitled, by notice (the "Piggyback Request") in writing given to the Parent within three Business Days after the receipt of the Company hereunder (including its obligations under Section 2(h)) Piggyback Notice, to request that the Parent cause any or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities Shares held by the Investors to be included in such prospectus or registration statement (such registration being hereinafter referred to as a "Piggyback Registration"). The Investors shall specify in the prospectus contained therein is not available for use Piggyback Request the number of Registrable Shares which the Investors intend to offer and sell and include the undertaking of the Investors and any applicable Affiliate thereof to provide all such information regarding their Common Share holdings and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account proposed manner of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date distribution of the delivery of such noticeRegistrable Shares, any such Investor shall so request as may be required in writing, order to permit the Company Parent to comply with all Securities Laws. (b) The Parent shall include in each such registration statement Piggyback Registration all or any part of such Registrable Securities such Investor requests to be registered; provided, howeverShares as directed by the Investors. Notwithstanding the foregoing, the Company Parent shall not be required to register any include all such Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary Shares in this Section 2(g), if (i) any such distribution by the Commission Parent for its own account if the Parent is advised in writing by its lead underwriter or underwriters that the inclusion of all such Registrable Shares and securities of any position other securityholder may have a material adverse effect on the distribution or sales price of the Staff sets forth a limitation on securities being offered by the Parent, in which case, the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering Shares and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all securities of the other securities which the Company desires securityholder to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless statement or prospectus shall each be reduced, as necessary, on a pro rata basis, or (ii) any such distribution by any other securityholders, if the other securityholders are advised by their lead underwriter or underwriters that the inclusion of all such Registrable Shares may have a material adverse effect on the distribution or sales price of the securities being offered by such other securityholders, in which case, the number of Registrable Shares and securities held by each of any other securityholders shall be reduced, as necessary, on a pro rata basis. (c) The Parent may, at any time prior to the issuance of a receipt for a final prospectus or the effectiveness of any registration statement in connection with a Piggyback Registration, at its sole discretion and without the consent of the Investors, withdraw such personprospectus and registration statement, that can be sold without exceeding as applicable, and abandon the Maximum Number of Securitiesproposed distribution in which the Investors have requested to participate pursuant to the Piggyback Request.

Piggyback Registrations. Without limiting (a) The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to filing any obligation registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company hereunder (including its obligations including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration relating solely to the sale of securities to employees of the Company pursuant to an employee benefit plan of the Company; (B) a registration relating to a corporate reorganization or other transaction under Section 2(h)) or under Rule 145 of the Securities Purchase Agreement, if there is Act; (C) a registration on any form that does not an effective Registration Statement include substantially the same information as would be required to be included in a registration statement covering all the sale of the Registrable Securities Securities; or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC (D) a registration statement relating to an offering for its own account or in which the account only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of others under the 1933 Act of any of its equity debt securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansthat are also being registered), then the Company and shall deliver afford each such Holder an opportunity to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities then held by such Investor requests Holder. Each Holder desiring to be registered; providedinclude in any such registration statement all or any part of the Registrable Securities held by it shall within five (5) days after receipt of the above described notice from the Company, however, so notify the Company in writing, and in such notice shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without inform the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject Company of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted such Holder wishes to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included include in such registration regardless statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the number Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities held by each in such person, that can be sold without exceeding the Maximum Number of Securitiesregistration.

Piggyback Registrations. Without limiting (a) The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to filing any obligation registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company hereunder (including its obligations including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration relating solely to the sale of securities to employees of the Company pursuant to an employee benefit plan of the Company; (B) a registration relating to a corporate reorganization or other transaction under Section 2(h)) or under Rule 145 of the Securities Purchase AgreementAct (or comparable provision under Applicable Laws of another jurisdiction, if there is as applicable); (C) a registration on any form that does not an effective Registration Statement include substantially the same information as would be required to be included in a registration statement covering all the sale of the Registrable Securities Securities; or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC (D) a registration statement relating to an offering for its own account or in which the account only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of others under the 1933 Act of any of its equity debt securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansthat are also being registered), then the Company and shall deliver afford each such Holder an opportunity to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities then held by such Investor requests Holder. Each Holder desiring to be registered; providedinclude in any such registration statement all or any part of the Registrable Securities held by it shall within five (5) days after receipt of the above described notice from the Company, however, so notify the Company in writing, and in such notice shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without inform the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject Company of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted such Holder wishes to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included include in such registration regardless statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the number Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities held by each in such person, that can be sold without exceeding the Maximum Number of Securitiesregistration.

Piggyback Registrations. Without limiting any obligation of Each time the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine proposes to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated pursuant to an Excluded Registration) under the 1933 ActSecurities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or their then equivalents relating to equity securities and the form of registration statement to be issued solely in connection with any acquisition used permits the registration of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)Registrable Securities, then the Company shall deliver give prompt written notice to each Investor a written Holder of Registrable Securities (which notice shall be given not less than 10 Business Days prior to the anticipated filing date), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such determination andregistration statement, if subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities 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 five Business Days after the date of such notice from the delivery Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such notice, Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such Investor shall so request in writingwithdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests so requested to be registeredincluded therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall not at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be required to register registered. For the avoidance of doubt, any Registrable Securities registration or offering pursuant to this Section 2(g) that are eligible 2.2 shall not be considered an Underwritten Shelf Takedown for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject purposes of a then-effective Registration Statement. Notwithstanding anything else to the contrary in Section 2.1 of this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesAgreement.

Piggyback Registrations. Without limiting any obligation Subject to the terms of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase this Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine proposes to prepare and file with the SEC a registration statement relating to an offering register for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable Equity Securities in connection with the Company’s stock option public offering of such Equity Securities, or other employee benefit plans), then if any demand registration of Equity Securities is requested by investors making equity investment in the Company shall deliver subsequent to each Investor a written notice of such determination and, if within fifteen (15) days after the date of equity investment in the delivery of such notice, any such Investor shall so request in writingCompany by the Holders, the Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 3.3 or Section 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other Rule 145 transaction, an offer and sale of debt securities or a registration on any registration form that does not permit secondary sales), and shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Investor requests Holder. Each Holder desiring to be registered; providedinclude in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above described notice from the Company, however, so notify the Company in writing, and in such notice shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without inform the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject Company of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted such Holder wishes to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included include in such registration regardless statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder shall be granted piggyback registration rights which are superior to those of the number Holders under this Section 3.4 without the prior written consent of securities held by each such person, that can be sold without exceeding Holders holding at least fifty percent (50%) of the Maximum Number of SecuritiesRegistrable Securities then outstanding.

Piggyback Registrations. Without limiting If, at any obligation of time during the Company hereunder three (including its obligations under Section 2(h)3) or under year period following the Securities Purchase Agreementdate hereof, if there is not an existing and effective Registration Statement registration statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Companycompany’s stock option or other employee benefit plans), then the Company shall deliver to each Investor Buyer a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor Buyer shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor Buyer requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g4(n) that are eligible for resale pursuant to Rule 144 (without restriction volume restrictions). For purposes hereof, “Registrable Securities” means (i) the Conversion Shares issued or issuable upon conversion of the Notes, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, volume restrictions(1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and without (2) shares of capital stock of the need for current public information required by Rule 144(c)(1) (Company into which the shares of Common Stock are converted or Rule 144(i)(2), if applicable) or that are the subject exchanged and shares of capital stock of a then-effective Registration Statement. Notwithstanding anything else Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to the contrary in this Section 2(g), if (i) the Commission or any position limitations on conversion of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering Notes or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all exercise of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesWarrants.

Piggyback Registrations. Without limiting any obligation of the Company Partnership hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company Partnership shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act (an “Offering”) of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the CompanyPartnership’s stock unit option or other employee benefit plans), then the Company Partnership shall deliver to each Investor the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor the Holder shall so request in writing, the Company Partnership shall include in such registration statement all or any part of such Registrable Securities such Investor the Holder requests to be registered; provided, however, the Company Partnership shall not be required to register any Registrable Securities pursuant to this Section 2(g2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to If, in connection with an Offering, the contrary primary managing underwriter of such Offering shall advise the Partnership that, in this Section 2(g)its reasonable opinion, if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted securities requested and otherwise proposed to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, such Offering exceeds the maximum dollar amount or maximum number of securities that which can be sold in such offering without adversely affecting an adverse effect on the proposed offering price, timing, timing or distribution method, or probability of success the securities to be offered (collectively, such limitation the an “Maximum Number of SecuritiesAdverse Effect”), then the Company Partnership shall limit include in such Offering the securities number of Common Units that such primary managing underwriter advises the Partnership can be sold without having such Adverse Effect, with such number to be included on such Registration Statement to: firstallocated (i) first to the Partnership and (ii) second, and if any, the number of securities which included Registrable Securities that, in the Company desires to sell for itself without exceeding the Maximum Number opinion of Securities; and secondsuch primary managing underwriter, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieshaving such Adverse Effect.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder determines to publicly sell in an underwritten offering (including its obligations under Section 2(h)including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all register for sale any of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its securities either for its own account or the account of others under a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the 1933 Act offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its equity securities (Subsidiaries with any other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Actbusiness) or their then equivalents acquisition of another business, any registration relating solely to equity an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to be issued solely the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with any acquisition of any entity such Piggyback Registration (or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen less than two (152) days after prior to the date of the delivery commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such noticeRegistrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholder. (b) If a Piggyback Registration is an underwritten primary offering on behalf of the Company, any and the managing underwriters advise the Company in writing that in their good faith opinion the aggregate number of securities requested to be included in such Investor shall so request registration exceeds the number which can be sold in writingan orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the offering price), the Company shall include in such registration statement all or any part of only such Registrable Securities such Investor requests to be registered; provided, however, securities as the Company is advised by such managing underwriters can be sold without such an effect, which securities shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without included in the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject following order of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if priority: (i) first, the Commission or securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by the Stockholder, and (iii) third, any position other securities requested to be included in such registration. (c) If a Piggyback Registration is an underwritten secondary offering on behalf of any holder of Other Registrable Securities, and the Staff sets forth a limitation on managing underwriters advise the Company in writing that in their good faith opinion the number of Registrable Securities permitted securities requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which such registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that which can be sold in an orderly manner in such offering without adversely affecting the proposed success of such offering (including an adverse effect on the offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, which securities to shall be included on such Registration Statement toin the following order of priority: (i) first, the number of securities which the Company desires requested to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless by the Stockholder and the Other Registrable Securities requested to be included in such registration on a pro rata basis and (ii) second, any other securities requested to be included in such registration. (d) The Company and any holder of Other Registrable Securities initiating any Piggyback Registration shall have the number of securities held right to, in its sole discretion, defer, terminate or withdraw any registration initiated by each it under this Section 5.5 whether or not the Stockholder has elected to include any Registrable Securities in such person, that can be sold without exceeding the Maximum Number of Securitiesregistration.

Piggyback Registrations. Without limiting any obligation (a) Prior to the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of the Company hereunder (including its obligations under Section 2(h)) or ASV’s then issued and outstanding Common Stock, if ASV proposes to file a Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its Common Stock for its own account or and/or for the account of others under the 1933 Act of any of its equity securities other Persons (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 any successor or similar forms, (each as promulgated under iii) any form that does not include substantially the 1933 Act) same information, other than information relating to the selling holders or their then equivalents relating to equity securities plan of distribution, as would be required to be issued solely included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any acquisition dividend reinvestment or similar plan, (v) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (an “ASV Public Sale”), then then, as soon as practicable (but in no event less than 15 days prior to the Company proposed date of filing such Registration Statement), ASV shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), ASV shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities which are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after Table of Contents giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, ASV shall determine for any reason not to Register or to delay Registration of such securities, ASV may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15i) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) 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 shares of Common Stock. No Registration effected under this Section 2.02 shall relieve ASV of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, ASV’s filing of a Shelf Registration Statement shall not be deemed to be registereda ASV Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of Common Stock for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without ASV’s own account and/or for the need account of any other Persons will be a ASV Public Sale unless such offering qualifies for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary an exemption from ASV Public Sale definition in this Section 2(g2.02(a). (b) Each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to ASV of such Holder’s request to withdraw and, if subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to two Business Days before the effective date thereof, whereupon such Holder shall as promptly as reasonably practicable pay to ASV all Registration Expenses incurred by ASV in connection with the registration of such withdrawn Registrable Securities under the Securities Act or the Exchange Act and the inclusion of such shares in the Registration Statement. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs ASV and Holders in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class which such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that which can be sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of ASV and any other Persons (other than ASV’s executive officers and directors) for whom ASV is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of securities which Registrable Securities of such class that, in the Company desires opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, be allocated pro rata among the Holders that have requested to participate in accordance with such Registration based on the relative number of securities that each Registrable Securities of such person has class requested by such Holder to be included in such registration regardless sale (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights of other holders, (iii) third, the number securities of executive officers and directors for whom ASV is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and directors, and (iv) fourth, any other securities held by each eligible for inclusion in such personRegistration, that can be sold without exceeding allocated among the Maximum Number holders of Securitiessuch securities in such proportion as ASV and those holders may agree.

Piggyback Registrations. (i) Without limiting any obligation of the Company hereunder (including its obligations under and subject to the provisions of this Section 2(h2(d)) or under the Securities Purchase Agreement, if (i) there is not an effective Registration Statement covering all of the Registrable Securities or Securities, if the prospectus Prospectus contained therein is not available for use use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the SEC Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than (A) on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, (B) for a dividend reinvestment or similar plan or rights offering or (C) for an offering of debt that is convertible into equity securities of the Company) (a “Piggyback Registration”), then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen ten (1510) days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of the Registrable Securities that such Holder requests to be registered on the same terms and conditions as any similar securities of the Company included in such offering and to permit the sale or other disposition of such Registrable Securities such Investor requests to be registeredin accordance with the intended method(s) of distribution thereof; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the managing underwriters, including representations, warranties or agreements regarding such Holder, such Holder’s title to the contrary Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in this Section 2(g)agreements of that type, if and such Holder shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the managing underwriters and required under the terms of such underwriting agreement. Notwithstanding the foregoing, the Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. (iii) the Commission or any position If a Piggyback Registration is an underwritten primary registration on behalf of the Staff sets forth a limitation on Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities permitted securities requested to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which such registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timingtiming or method of distribution of the offering, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on will include in such Registration Statement to: registration (A) first, the number of securities which the Company desires proposes to sell for itself without exceeding the Maximum Number of Securities; and sell, (B) second, securities (including the Registrable Securities) for which registration has been Securities requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of securities held Registrable Securities owned by each such personHolder and (C) third, that other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without exceeding any such adverse effect. (iii) If a Piggyback Registration relates to a secondary underwritten registration on behalf of other holders of the Maximum Number Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of Securitiessecurities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (A) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration by any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such holders initially requesting such registration and such Holders on the basis of the number of Registrable Securities owned by each such Holder and (B) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Piggyback Registrations. Without limiting any obligation of (a) Whenever the Company hereunder (including proposes to register any Class A Common Stock for its obligations under Section 2(h)) own or others’ account under the Securities Purchase AgreementAct, if there is not an effective Registration Statement covering other than a registration relating to employee benefit plans or a registration solely relating to shares to be sold under Rule 145 or a similar provision under the Securities Act or a demand registration under Section 2, the Company shall give each Holder prompt written notice of its intent to do so. Upon the written request of any Holder given within 10 days after receipt of such notice, the Company will use its best efforts to cause to be included in such registration all of the Registrable Securities or the prospectus contained therein is not available for use and that such Holder requests; provided that the Company shall determine have the right to prepare and file with postpone, delay or cancel any registration made under this Section 3. (b) If the SEC a Company is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including3 that, without limitationbecause of marketing considerations, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted shares to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise sold by Persons other than the Company that is greater than the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities such shares that can be sold in such offering offered without adversely affecting the proposed offering priceoffering, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit may reduce pro rata the securities number of shares offered for the accounts of such Persons (based upon the number of shares requested by each such Person to be included on in the registration) to a number deemed satisfactory by such Registration Statement to: managing underwriter. Such pro rata reduction shall be applied first, to shares held by such Persons other than Registrable Securities, which shares will not be included in the number of securities which registration unless all Registrable Securities requested to be included in the Company desires to sell for itself without exceeding the Maximum Number of Securities; registration have been included, and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with among the number of securities that each such person has Registrable Securities requested to be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesregistration.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder (including at any time proposes to register any of its obligations under Section 2(h)) equity or debt securities under the Securities Purchase AgreementAct (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if there so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the range of prices (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold) if such disclosure is reasonably acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not an effective to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as provided herein and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Statement covering all Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that such registration be effected as a registration under Section 2.1; and (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting some or all of their Registrable Securities to be included in the prospectus contained therein Company's registration must sell that portion of their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and the other holders participating therein; provided that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is not available for use and below the range of prices which the Company indicated to all holders of Registrable Securities in accordance with Section 2.2(a)(y), the Company shall determine so advise such holders participating in the Underwritten Offering (the "Participating Holders") of such price, and such Participating Holder shall then have the right to prepare and file with withdraw its request to have its Registrable Securities included in such registration statement. No registration effected under this Section 2.2 shall. relieve the SEC a Company of its obligation to effect registration statement relating upon request under Section 2.1. (b) The Company shall not be obligated to an offering for its own account or effect any registration of Registrable Securities under this Section 2.2 incidental to the account of others under the 1933 Act registration of any of its equity securities (other than on Form S-4 S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor or Form S-8 (each as promulgated under the 1933 Actsimilar form) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity mergers, acquisitions, exchange offers, dividend reinvestment plans or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to . (c) The Registration Expenses incurred in connection with each Investor a written notice registration of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities requested pursuant to this Section 2(g2.2 shall be paid by the Company. (d) that are eligible for resale If a registration pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g)2.2 involves an Underwritten Offering and the managing underwriter advises the Company that, if (i) the Commission or any position of the Staff sets forth a limitation on in its opinion, the number of Registrable Securities permitted securities proposed to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which such registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that which can be sold in such offering without adversely affecting so as to be reasonably likely to have an adverse effect on the proposed offering price, timingtiming or distribution of the securities offered in such offering, distribution methodthe Company will include in such registration (A) first, the Company Securities being registered for issuance by the Company or probability of success pursuant to "demand" registration rights and/or any Registrable Securities being registered pursuant to Section 2.1 (collectivelyin accordance with the priorities set forth in Section 2.1, such limitation the “Maximum Number of Securities”if applicable), then the Company shall limit the securities to be included on such Registration Statement to: firstand (B) second, the number of securities which the Company desires Registrable Securities requested to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of pursuant to this Section 2.2 and/or Company Securities requested to be included in such registration pursuant to "piggyback" registration rights on a pro rata basis, based upon the respective number of securities held shares of Common Stock as to which registration shall have been requested by all such persons. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 2.2, the Company shall have the right to select the managing underwriter with respect to the offering; provided that such managing underwriter is reasonably acceptable to each Investor if Registrable Securities of such person, that can be sold without exceeding the Maximum Number of SecuritiesInvestor are being registered in connection therewith.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under Company, any time during the Securities Purchase AgreementDemand Registration Period, if (i) there is not an effective Registration Statement covering all of the Registrable Securities or Securities, if the prospectus Prospectus contained therein is not available for use use, or if Rule 144 is not available with respect to the Registrable Securities; (ii) the Demand Registration Conditions have been satisfied; and (iii) the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others (including pursuant to any Existing Registration Rights Agreement) under the 1933 Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or F-4, Form F-3D or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans, or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen five (155) days Business Days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that such Investor Holder requests to be registeredregistered (subject to the same procedural requirements and underwriter cut-back limitations as referred to in Section 2(d)(v) and (vi), mutatis mutandis); provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Shares or securities that are convertible into its Common Shares that are senior to the contrary rights of the Holders set forth in this Section 2(g2(e), if (i) . It is understood and agreed that the Commission or any position of piggyback registration rights set forth in this Agreement shall be deemed to rank equally with the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is piggyback registration rights in the form Existing Registration Rights Agreements, and all holders of an underwritten offering and the managing underwriter(s) advise the Company registrable securities under such Existing Registration Rights Agreements that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires seek to sell or for which registration has been requested pursuant to written contractual piggy-back exercise piggyback registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can thereunder shall be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance treated equally with the number Holders that seek to exercise piggyback registration rights under this Agreement for purposes of securities that each such person has requested be included participation in any such registration regardless (subject to Section 3(l) of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesthis Agreement).

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act1▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or a business combination subject to Rule 145 under the 1933 Act, or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, or any dividend or distribution reinvestment or similar plan), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to The Company may postpone or withdraw the contrary filing or the effectiveness of a piggyback registration at any time in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesits sole discretion.

Piggyback Registrations. Without limiting any obligation of If the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine at any time proposes to prepare and file with the SEC a registration statement relating to an offering for its own account covering proposed sales by it or the account of others under the 1933 Act of any of its equity securities shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the public (other than a registration statement (i) covering only shares issuable upon the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, (ii) on Form S-4 or Form S-8 (each as promulgated or any similar form) under the 1933 U.S. Securities Act of 1933, as amended (the "Act"), (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a registered public offering of the Company's capital stock, or (iv) pursuant to Section 2 hereof, the Company will give prompt notice to Holder of such proposed registration (which notice shall describe the proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any entity such sale or business or equity disposition of securities issuable and shall include a listing of the jurisdictions, if any, in connection with the Company’s stock option or other employee benefit plans), then which the Company shall deliver proposes to each Investor a written notice register or qualify the securities under the applicable state securities or "Blue Sky" laws of such determination and, if jurisdictions). At the request of Holder given within fifteen thirty (1530) calendar days after the date of the delivery receipt of such notice, any notice by Holder (which request shall specify the number of shares Holder requests to be included in such Investor shall so request in writingregistration), the Company shall include will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement all for sale or any part disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of capital stock being sold, and thereafter shall cause such Registrable Securities such Investor requests registration statement to be registeredfiled and become effective; provided, however, that the Company shall not be required permitted to register (A) withdraw the registration statement for any Registrable Securities pursuant reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 2(g1 with respect to that particular registration; or (B) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission exclude all or any position portion of the Staff sets forth a limitation on the number of Registrable Securities permitted shares sought to be registered on a particular Registration Statement as a secondary by Holder from such registration statement if the offering or (ii) of the Registration Statement shares is in the form of an underwritten offering and to the extent that, in the judgment of the managing underwriter(s) advise underwriter of the Company that offering, the dollar amount inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of Registrable Securities, taken together with shares of capital stock being sold by all of selling Holders (other than the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”Company), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementCompany, if (i) there is not an effective Registration Statement covering all of the Registrable Securities or Securities, if the prospectus Prospectus contained therein is not available for use use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the SEC Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Shares constituting Registrable Securities that such Investor Holder requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities Shares pursuant to this Section 2(g2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the contrary rights of the Holders set forth in this Section 2(g2(e), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting If at any obligation time prior to the date two (2) years from the date of this Warrant or such earlier date when all shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") (a) have been sold, or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company hereunder (including its obligations under Section 2(h)) or under pursuant to a written opinion letter to such effect, addressed and acceptable to the Securities Purchase AgreementCompany's transfer agent and the Holder, if that there is not an effective Registration Statement registration statement covering all of the Registrable Securities or the prospectus contained therein is not available for use Warrant Shares, and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Investor the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities Warrant Shares such Investor Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, the Company shall not be required that (i) if, at any time giving written notice of is intention to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) securities and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else prior to the contrary in this Section 2(g), if (i) the Commission or any position effective date of the Staff sets forth a limitation on registration statement filed in connection with such registration, the number Company determines for any reason not to proceed with such registration, the Company may, at its election, given written notice of Registrable Securities permitted such determination to the Holders and, thereupon, will be registered on a particular Registration Statement as a secondary offering or relieved of its obligation to register any Warrant Shares in connection with such registration, and (ii) the Registration Statement is in the form case of an underwritten offering and the managing underwriter(s) advise a determination by the Company that to delay registration of its securities, the dollar amount or number of Registrable Securities, taken together with all Company will be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number securities.. (Remainder of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”page intentionally left blank), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) At any obligation time prior to the earlier to occur of the Company hereunder (including its obligations under Section 2(h)fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) may be sold without registration pursuant to Rule 144, or any successor rule promulgated under the Securities Purchase AgreementAct (with no volume, manner of sale or current public information requirement or other limitations), if there is not an effective SpinCo proposes to file a Registration Statement covering all (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, SpinCo shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of the delivery a determination not to Register, shall be relieved of such notice, its obligation to Register any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities in connection with such Investor requests Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be registereda SpinCo Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to this Section 2(g) that are eligible a Shelf Registration Statement with respect to an offering of SpinCo Shares for resale pursuant to Rule 144 without restriction (includingits own account and/or for the account of any other Persons will be a SpinCo Public Sale, without limitation, volume restrictions) and without unless such offering qualifies for an exemption from the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary SpinCo Public Sale definition in this Section 2(g2.02(a). (b) In the case of any Underwritten Offering, if each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (ic) If the Commission managing underwriter or underwriters of any position proposed Underwritten Offering of the Staff sets forth a limitation on class of Registrable Securities included in a Piggyback Registration informs SpinCo and each Holder in writing that, in its or their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of SpinCo and any other Persons (other than SpinCo’s executive officers and directors) for whom SpinCo is effecting the Registration, as the case may be, proposes to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the members of the Parent Group that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders (other than members of the Parent Group) that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iv) fourth, the number of securities which of executive officers and directors of SpinCo for whom SpinCo is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (v) fifth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as SpinCo and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder shall (i) treat the Offering Confidential Information as confidential information, (ii) not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other SpinCo Shares) in accordance such Piggyback Registration and (iii) not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with SpinCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, subject to Section 2(f), if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 F-4, Form S-8 or Form S-8 F-8 (each as promulgated under the 1933 Act1▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, any acquisition of any entity, any business combination, or equity securities issuable in connection with the Company’s stock share option or other employee benefit plans)) or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include (subject to its existing contractual commitments, which take priority) in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to Statement (assuming such Registrable Secuirites have been (or will be) issued in compliance with the contrary in this Section 2(gterms of the applicable Note), if (i) and provided further that the Commission or Company shall not be required to include any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of which an underwritten offering and the managing underwriter(s) underwriter shall reasonably advise the Company that will materially adversely affect the dollar amount or number of Registrable Securities, taken together with Company’s ability to sell all of the other securities shares which the Company desires intended to sell sell. The Company may postpone or for which withdraw the filing or the effectiveness of a piggyback registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold at any time in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesits sole discretion.

Piggyback Registrations. Without limiting If at any obligation of time or times after the date hereof the Company hereunder (including its obligations under Section 2(h)) or shall seek to file a registration statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file Act with the SEC a registration statement relating respect to an offering of shares of Common Stock to the public for its own account or for the account of others under the 1933 Act of any of its equity securities (other than except with respect to registration statements on Form S-4 or Form S-8 (each as promulgated under or another form not available for registering the 1933 Act) or their then equivalents relating Registrable Securities for sale to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit planspublic), then the Company shall deliver to each Investor a will promptly give written notice thereof to all holders of such determination and, if Registrable Securities (the “Holders”). If within fifteen twenty (1520) days after the date of the delivery their receipt of such notice, any one or more Holders request the inclusion of some or all of the Registrable Securities held by them in such Investor shall so request in writingregistration statement, the Company shall will use its best efforts to include such securities in such registration statement all or statement. In the case of any part underwritten public offering, if the managing underwriter determines in good faith that market conditions require a limitation on the number of such Registrable Securities such Investor requests to be registered; providedoffered under such registration statement, howeversubject to the following sentence, the Company shall not be required to register any include in such registration statement Registrable Securities of the Holders in excess of the amount, if any, of shares of Common Stock which the managing underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any amount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2(g) that are eligible for resale pursuant 2, the number of such securities to Rule 144 without restriction (including, without limitation, volume restrictions) and without be excluded from such registration statement shall be determined in the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities in the Commission or registration statement, (ii) second, securities held by any position of the Staff sets forth a limitation Persons having contractual, incidental “piggyback” rights to include such securities on the registration statement pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities to be registered by the Holders as determined on a pro rata basis (based upon the relative number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested held by such Holders requesting inclusion pursuant to written contractual piggy-back registration rights held by other stockholdersthis Section 2); provided, exceeds the maximum dollar amount that, in connection with a Glencoe Demand Registration or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: firsta S▇▇▇ Demand Registration, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which Securities shall be excluded from such registration has been requested pursuant to written contractual piggy-back registration rights, pro rata statement in accordance with the number of securities that each such person has requested be included priorities set forth in such Section 3(a)(iii) or 3(b)(iii), as the case may be. Notwithstanding the foregoing, the S▇▇▇ Holders shall not have any “piggyback” registration regardless of rights pursuant to this Section 2 with respect to any Glencoe Demand Registration which is not an underwritten public offering, nor shall the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesGlencoe Holders have any “piggyback” registration rights pursuant to this Section 2 with respect to any S▇▇▇ Demand Registration which is not an underwritten public offering.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act1▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the 1▇▇▇ ▇▇▇) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else , and provided further that the Company shall not be required to the contrary in this Section 2(g), if (i) the Commission or include any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of which an underwritten offering and the managing underwriter(s) underwriter shall advise the Company that will materially adversely affect the dollar amount or number of Registrable Securities, taken together with Company’s ability to sell all of the other securities shares which the Company desires intended to sell sell. The Company may postpone or for which withdraw the filing or the effectiveness of a piggyback registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold at any time in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesits sole discretion.

Piggyback Registrations. Without limiting any obligation (a) Prior to the earlier to occur of the Company hereunder fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of Corner Store’s then-issued and outstanding Common Stock (including its obligations under Section 2(hor, if the Registrable Securities include securities other than Common Stock, less than 1% of Corner Store’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if Corner Store proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or and/or for the account of others under the 1933 Act of any of its equity securities Other Holders (other than (i) a Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (a “Corner Store Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, Corner Store shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), Corner Store shall use its commercially reasonable efforts to include in a Registration Statement with respect to a Corner Store Public Sale all Registrable Securities that are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Corner Store shall determine for any reason not to Register or to delay Registration of the Corner Store Public Sale, Corner Store may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the delivery rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock in the Corner Store Public Sale. No Registration effected under - 11- this Section 2.02 shall relieve Corner Store of its obligation to effect any Demand Registration under Section 2.01. (b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Corner Store of such noticeHolder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any such Investor shall so request time prior to the effective date thereof. (c) If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in writinga Piggyback Registration informs Corner Store and each Holder in writing that, in its or their opinion, the Company shall number of securities of such class that such Holder and any other Persons intend to include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on offering exceeds the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of Corner Store and any other Persons (other than Corner Store’s executive officers and directors) for whom Corner Store is effecting the Registration, as the case may be, proposes to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such Sale, (iii) third, the number of securities which of executive officers and directors of Corner Store for whom Corner Store is effecting the Company desires Registration, as the case may be, with such number to sell be allocated pro rata among the executive officers and directors and (iv) fourth, any other securities eligible for itself without exceeding inclusion in such Registration, allocated among the Maximum Number holders of Securities; such securities in such proportion as Corner Store and second, securities those holders may agree. (including Registrable Securitiesd) for which registration After a Holder has been requested pursuant notified of its opportunity to written contractual piggy-back registration rightsinclude Registrable Securities in a Piggyback Registration, pro rata such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other shares of Common Stock) in accordance such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the number requirements of securities this Section 2.02(d); provided, that each any such person has requested be included in Holder may disclose Offering Confidential Information if such registration regardless disclosure is required by legal process, but such Holder shall cooperate with Corner Store to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesOffering Confidential Information.

Piggyback Registrations. Without limiting (a) At any obligation time prior to the expiration of the Company hereunder (including its obligations Registration Period, if a Registration Statement under Section 2(h)) or under the Securities Purchase Agreement, if there 2.1 is not an effective Registration Statement covering with respect to all of the Registrable Securities or that the prospectus contained therein Company is not available for use obligated to register on the Registration Statement and the Company shall determine decides to prepare and file with the SEC a registration statement relating to an offering register any of its Common Shares for its own account or for the account of others under others, then the 1933 Act Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of any of its equity securities (other than the Registrable Securities requested by such Investors to be included therein. This requirement does not apply to Company registrations on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents (relating to equity securities to be issued solely in connection with any an acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit or director plans)) or to Registration Statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 calendar days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, then the Company shall deliver to each Investor a will so advise the Investors as part of the above-described written notice of such determination andnotice. In that event, if within fifteen (15the managing underwriter(s) days after the date of the delivery public offering impose a limitation on the number of Common Shares that may be included in the Registration Statement because, in such noticeunderwriter(s)' judgment, any such Investor shall so request in writinglimitation would be necessary to effect an orderly public distribution, then the Company shall include in such registration statement all or (i) first, the Registrable Securities requested by any part of the Investors to be included in such offering, pro rata among the holders of such Registrable Securities such Investor requests on the basis of the number of shares requested to be registered; providedincluded by each such holder, however(ii) second, the securities desired to be sold pursuant to such Registration Statement by the shareholder or shareholders that are requiring the Company shall not be required pursuant to register any a contractual registration right to file such Registration Statement, if any, and (iii) third, the securities the Company proposes to sell. (b) No right to registration of Registrable Securities pursuant to under this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without 2.5 limits in any way the need for current public information registration required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are under Section 2.1 above. The obligations of the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in Company under this Section 2(g), if 2.5 expire upon the earlier of (i) the Commission or any position effectiveness of the Staff sets forth a limitation on Registration Statement filed pursuant to Section 2.1 above with respect to the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or the respective portion thereof or (ii) expiration of the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPeriod.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on Form S-4 such form or Form S-8 (each as promulgated under the 1933 Actsimilar form(s) or their then equivalents relating to equity solely for registration of securities to be issued solely in connection with any acquisition an employee benefit plan or dividend reinvestment plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any entity such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register to permit the sale or business or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination andto all Holders of record of Registrable Securities and (i) in the case of a determination not to register, if within fifteen shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (15ii) days after in the date case of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in a determination to delay such registration statement all or any part of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Investor requests other equity securities. (c) Any Holder shall have the right to be registeredwithdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) such request must be made in writing prior to the Commission or any position earlier of the Staff sets forth a limitation on execution of the number underwriting agreement or the execution of Registrable Securities permitted the custody agreement with respect to be registered on a particular Registration Statement as a secondary offering or such registration and (ii) the Registration Statement is such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the form of an underwritten offering and registration as to which such withdrawal was made. (d) Notwithstanding anything contained herein to the managing underwriter(s) advise contrary, the Company that shall, at the dollar amount request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or number of Registrable Securitiespost-effective amendments and to otherwise take any action necessary to include such language, taken together with all of if such language was not included in the other securities which the Company desires to sell or for which initial registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution methodstatement, or probability of success (collectively, revise such limitation the “Maximum Number of Securities”), then the Company shall limit the securities language if deemed reasonably necessary by such Holder to be included on effect such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPartner Distribution.

Piggyback Registrations. Without limiting If at any obligation of time during the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if Effectiveness Period ------------------------ there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Investor Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of "piggyback" registration rights; provided, however, -------- ------- that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determines for any reason not to proceed with such registration, the Company may, at its election, given written notice of such determination to the Holders and, thereupon, will be required relieved of its obligation to register any Registrable Securities pursuant to this Section 2(gin connection with such registration, and (ii) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject in case of a then-effective Registration Statement. Notwithstanding anything else determination by the Company to delay registration of its securities, the contrary in this Section 2(g), if (i) Company will be permitted to delay the Commission or any position of the Staff sets forth a limitation on the number registration of Registrable Securities permitted to be registered on a particular Registration Statement for the same period as a secondary offering or the delay in registering such other securities. Notwithstanding the foregoing, nothing in this paragraph (iie) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise shall permit the Company that the dollar amount or number of Registrable Securities, taken together with all to file a registration statement in contravention of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold restrictions in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”Section 6(b), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) If, at any obligation time prior to the expiration of the Company hereunder (including its obligations under Registration Period, the Registration Statement contemplated in Section 2(h)) or under the Securities Purchase Agreement, if there 2.1 above is not an declared effective Registration Statement covering with respect to all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine decides to prepare and file with the SEC a registration statement relating to an offering register any of its securities for its own account or for the account of others under others, then the 1933 Act Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (excluding any of its equity securities (other than Registrable Securities previously included in a Registration Statement which has been declared effective and has not been withdrawn). This requirement does not apply to Company registrations on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any an acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then . Each Investor must give its request for registration under this paragraph to the Company shall deliver to each Investor a written in writing within 15 days after receipt from the Company of notice of such determination and, if within fifteen (15) days after pending registration. If the date of registration for which the delivery of such notice, any such Investor shall so request in writingCompany gives notice is a public offering involving an underwriting, the Company shall include in such registration statement all or any will so advise the Investors as part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) above-described written notice. In that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)event, if applicablethe managing underwriter(s) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth public offering impose a limitation on the number of Registrable Securities permitted to shares of Common Stock that may be registered on a particular Registration Statement as a secondary offering or (ii) included in the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securitiesbecause, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectivelyunderwriter(s)’ judgment, such limitation the “Maximum Number of Securities”)would be necessary to effect an orderly public distribution, then the Company shall limit will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company’s securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included on by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement to: first, or are not entitled pro rata inclusion with the number Registrable Securities. (b) No right to registration of securities which Registrable Securities under this Section 2.3 limits in any way the registration required under Section 2.1 above. The obligations of the Company desires to sell for itself without exceeding under this Section 2.3 expire upon the Maximum Number earlier of Securities; and second, securities (including Registrable Securitiesi) for which registration has been requested the effectiveness of the Registration Statement filed pursuant to written contractual piggy-back Section 2.1 above, (ii) after the Company has afforded the opportunity for the Investors to exercise registration rightsrights under this Section 2.3 for two registrations (provided, pro rata however, that any Investor that has had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2.3 may include in any additional Registration Statement filed by the number of securities that each such person has requested be included in such registration regardless Company the Registrable Securities so excluded) or (iii) when all of the number of securities Registrable Securities held by each such person, that can any Investor may be sold by such Investor under Rule 144 without exceeding the Maximum Number of Securitiesbeing subject to any volume restrictions.

Piggyback Registrations. Without limiting (a) If the Corporation at any obligation time proposes to register any of the Company hereunder (including its obligations under Section 2(h)) or securities under the Securities Purchase AgreementAct on Form ▇-▇, if there is not an effective Registration Statement covering all of ▇-▇ or S-3 or on any other form upon which the Registrable Securities or Common Stock may be registered for sale to the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (general public, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely other similar registration statement not generally used by an issuer in connection with any acquisition raising capital, whether for its own account or for the account of any entity or business or equity securities issuable in connection with others, the Company’s stock option or other employee benefit plans), then the Company shall deliver to Corporation will at each Investor a such time promptly give written notice to the Equity Participant of such determination andproposal, if which shall set forth information, to the extent then known, as to offering price or range, the number of shares to be offered, the proposed manner of distribution and the proposed managing underwriter(s) of the offering. Upon the written request of the Equity Participant given within fifteen twenty (1520) days after the date Corporation has given such notice and subject to any rights of the delivery holders of Preferred Shares of the Corporation, the Corporation will cause the Shares which the Corporation has been requested to register by the Equity Participant to be registered under the Securities Act (and any related qualification under blue sky laws or other compliance), all to the extent required to permit the sale or other disposition by the Equity Participant of the Shares so registered. (b) If securities are to be registered for sale under a registration and are to be distributed for the account of the Corporation by or through a firm of underwriter(s), then, subject to the rights of the holders of Preferred Shares of the Corporation, any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities of the same class as the Shares included in such underwriting; provided, that if, in the written opinion of the managing underwriter(s), the total amount of such noticesecurities to be so registered, any when added to the Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then (subject to clause (d) of this Section 6.4) the Corporation shall exclude from such Investor shall so request in writingunderwriting, first, the Company shall include number of Shares being sold for the account of the Equity Participant as is necessary, in such registration statement all or any part the opinion of such Registrable Securities such Investor requests the managing underwriter(s), to reduce the size of the offering provided, however, that the number of securities to be requested to be sold in the offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of securities requested to be registered. (c) If securities are to be registered for sale under a registration and are to be distributed for the account of holders of Common Stock held by third parties or holders (other than the Corporation) of other securities of the Corporation other than Common Stock by or through a firm of underwriter(s) of recognized standing under underwriting terms appropriate for such transaction, then any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities included in such underwriting, provided, that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be so registered, when added to such-Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Corporation shall exclude from such underwriting the number of Shares and other securities, pro rata to the extent practicable, on the basis of the number of securities requested to be registered, as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted securities to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is requested to be sold in the form offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of an underwritten offering securities requested to be registered. (d) Notwithstanding Sections 6.4(a), (b) and (c), the Corporation may exclude all Shares from registration in connection with the Corporation’s Initial Public Offering if the inclusion of such Shares would, in the written opinion of the managing underwriter(s) advise adversely affect the Company marketing of the New Securities to be sold by the Corporation therein; provided that the dollar amount or number such exclusion of Registrable Securities, taken together Shares shall be made pro rata with all other shares of Common Stock held by third parties issued prior to the issuance and sale of the other securities which the Company desires to sell or for which registration has been requested Preferred Shares; provided, further, that such shares of Common Stock shall not include shares of Common Stock received by third parties pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number conversion of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPreferred Shares.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (other than pursuant to (i) a registration on Form S-4 or Form S-8 or any successor or similar form which is then in effect or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each as promulgated Holder. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company, subject to Sections 2.2(b), 2.3 and 2.7, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the 1933 ActCompany of its obligations to effect Demand Registrations under Section 2.1. (b) or their then equivalents relating If, at any time after giving written notice of its intention to register any equity securities and prior to be issued solely the effective date of the registration statement filed in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company will give written notice of such determination andto each Holder and (i) in the case of a determination not to register, if within fifteen (15) days after the date shall be relieved of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required 2.2 by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else giving written notice to the contrary Company of its request to withdraw. Such request must be made in this Section 2(g), if (i) writing prior to the Commission or any position earlier of the Staff sets forth execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a limitation on the number of Holder shall no longer have any right to include Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting (a) If the Corporation at any obligation time proposes to register any of the Company hereunder (including its obligations under Section 2(h)) or securities under the Securities Purchase AgreementAct on Form ▇-▇, if there is not an effective Registration Statement covering all of ▇-▇ or S-3 or on any other form upon which the Registrable Securities or Common Stock may be registered for sale to the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (general public, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely other similar registration statement not generally used by an issuer in connection with any acquisition raising capital, whether for its own account or for the account of any entity or business or equity securities issuable in connection with others, the Company’s stock option or other employee benefit plans), then the Company shall deliver to Corporation will at each Investor a such time promptly give written notice to the Equity Participant of such determination andproposal, if which shall set forth information, to the extent then known, as to offering price or range, the number of shares to be offered, the proposed manner of distribution and the proposed managing underwriter(s) of the offering. Upon the written request of the Equity Participant given within fifteen twenty (1520) days after the date Corporation has given such notice and subject to any rights of the delivery holders of Preferred Shares of the Corporation, the Corporation will cause the Shares which the Corporation has been requested to register by the Equity Participant to be registered under the Securities Act (and any related qualification under blue sky laws or other compliance), all to the extent required to permit the sale or other disposition by the Equity Participant of the Shares so registered. (b) If securities are to be registered for sale under a registration and are to be distributed for the account of the Corporation by or through a firm of underwriter(s), then, subject to the rights of the holders of Preferred Shares of the Corporation, any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities of the same class as the Shares included in such underwriting; provided, that if, in the written opinion of the managing underwriter(s), the total amount of such noticesecurities to be so registered, any when added to the Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then (subject to clause (d) of this Section 6.4) the Corporation shall exclude from such Investor shall so request in writingunderwriting, first, the Company shall include number of Shares being sold for the account of the Equity Participant as is necessary, in such registration statement all or any part the opinion of such Registrable Securities such Investor requests the managing underwriter(s), to reduce the size of the offering provided, however, that the number of securities to be requested to be sold in the offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of securities requested to be registered. (c) If securities are to be registered for sale under a registration and are to be distributed for the account of holders of Common Stock held by third parties or holders (other than the Corporation) of other securities of the Corporation other than Common Stock by or through a firm of underwriters) of recognized standing under underwriting terms appropriate for such transaction, then any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities included in such underwriting, provided, that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be so registered, when added to such Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Corporation shall exclude from such underwriting the number of Shares and other securities, pro rata to the extent practicable, on the basis of the number of securities requested to be registered, as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted securities to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is requested to be sold in the form offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of an underwritten offering securities requested to be registered. (d) Notwithstanding Sections 6.4(a) and (b) and (c), the Corporation may exclude all Shares from registration in connection with the Corporation’s Initial Public Offering if the inclusion of such Shares would, in the written opinion of the managing underwriter(s) advise adversely affect the Company marketing of the New Securities to be sold by the Corporation therein; provided that the dollar amount or number such exclusion of Registrable Securities, taken together Shares shall be made pro rata with all other shares of Common Stock held by third parties issued prior to the issuance and sale of the other securities which the Company desires to sell or for which registration has been requested Preferred Shares; provided, further, that such shares of Common Stock shall not include shares of Common Stock received by third parties pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number conversion of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPreferred Shares.

Piggyback Registrations. Without limiting (a) If at any obligation time following the date of this Agreement, the Company hereunder (including its obligations under Section 2(h)) or proposes for any reason to register any shares of Common Stock under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine Act (other than pursuant to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under or a similar or successor form)) with respect to an offering of Common Stock by the 1933 Act) Company for its own account or their then equivalents relating to equity securities to be issued solely in connection with any acquisition for the account of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans)of its security holders, then the Company it shall deliver to at each Investor a such time promptly give written notice to the Holders of its intention to do so (but in no event less than ten days before the anticipated filing date). Such notice shall offer such determination and, if within fifteen (15) days after Holders the date opportunity to register such number of the delivery shares of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities as each such Investor requests to be registeredHolder may request; provided, however, that the Company shall not be required obligated to register any in such situation less than 100,000 shares of Registrable Securities pursuant if the holder thereof is able to this Section 2(g) that are eligible for resale sell such shares pursuant to Rule 144 without restriction 144(k) under the Securities Act. (including, without limitation, volume restrictionsb) The Company shall use its reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the shares of Registrable Securities requested to be included in the registration statement for such offering to be included (on the same terms and without conditions as the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2Common Stock of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if applicable) in the reasonable judgment of the managing Underwriter or that are the subject of a then-effective Registration Statement. Notwithstanding anything else Underwriters, due to the contrary in this Section 2(g), if (i) the Commission or any position size of the Staff sets forth a limitation on offering which the Company or such other persons or entities intend to make, the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then if the offering is by the Company for its own account or is an offering by other holders registering shares of Common Stock of the Company pursuant to demand registration rights, then the number of Registrable Securities permitted shares of Common Stock to be registered on a particular Registration Statement as a secondary offering or (ii) offered for the Registration Statement is in accounts of the form Holders and other holders registering shares of an underwritten offering and the managing underwriter(s) advise Common Stock of the Company that pursuant to similar piggyback registration rights shall be reduced pro rata based on the dollar amount or relative percentage ownership of all shares of Common Stock then outstanding owned by the Holders and such other holders to the extent necessary to reduce the total number of Registrable Securities, taken together with all shares of the other securities which the Company desires Common Stock to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such offering to the amount recommended by such managing Underwriter or Underwriters. Notwithstanding the foregoing, in the event that the other holders exercising similar piggyback registration regardless rights are the holders having such rights pursuant to the Registration Rights Agreement applicable to the shares issuable upon the exercise of the number Warrants issued pursuant to the Debenture and Note Purchase Agreement, then the piggyback registration rights of securities held by each the Holders of the Debenture shall have priority and such person, that can shares shall be sold without exceeding allocated first pro rata to the Maximum Number Holders of Securitiesthe Debentures and then pro rata to the Holders of the Warrants and such other holders.

Piggyback Registrations. Without limiting (a) If the Corporation at any obligation time proposes to register any of the Company hereunder (including its obligations under Section 2(h)) or securities under the Securities Purchase AgreementAct on Form ▇-▇, if there is not an effective Registration Statement covering all of ▇-▇ or S-3 or on any other form upon which the Registrable Securities or Common Stock may be registered for sale to the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (general public, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely other similar registration statement not generally used by an issuer in connection with any acquisition raising capital, whether for its own account or for the account of any entity or business or equity securities issuable in connection with others, the Company’s stock option or other employee benefit plans), then the Company shall deliver to Corporation will at each Investor a such time promptly give written notice to the Equity Participant of such determination andproposal, if which shall set forth information, to the extent then known, as to offering price or range, the number of shares to be offered, the proposed manner of distribution and the proposed managing underwriter(s) of the offering. Upon the written request of the Equity Participant given within fifteen twenty (1520) days after the date Corporation has given such notice and subject to any rights of the delivery holders of Preferred Shares of the Corporation, the Corporation will cause the Shares which the Corporation has been requested to register by the Equity Participant to be registered under the Securities Act (and any related qualification under blue sky laws or other compliance), all to the extent required to permit the sale or other disposition by the Equity Participant of the Shares so registered. (b) If securities are to be registered for sale under a registration and are to be distributed for the account of the Corporation by or through a firm of underwriter(s), then, subject to the rights of the holders of Preferred Shares of the Corporation, any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities of the same class as the Shares included in such underwriting; provided, that if, in the written opinion of the managing underwriter(s), the total amount of such noticesecurities to be so registered, any when added to the Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (1) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then (subject to clause (d) of this Section 6.4) the Corporation shall exclude from such Investor shall so request in writingunderwriting, first, the Company shall include number of Shares being sold for the account of the Equity Participant as is necessary, in such registration statement all or any part the opinion of such Registrable Securities such Investor requests the managing underwriter(s), to reduce the size of the offering provided , however, that the number of securities to be requested to be sold in the offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of securities requested to be registered. (c) If securities are to be registered for sale under a registration and are to be distributed for the account of holders of Common Stock held by third parties or holders (other than the Corporation) of other securities of the Corporation other than Common Stock by or through a firm of underwriters) of recognized standing under underwriting terms appropriate for such transaction, then any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities included in such underwriting, provided, that it in the written opinion of the managing underwriter(s), the total amount of such securities to be so registered, when added to such Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Corporation shall exclude from such underwriting the number of Shares and other securities, pro rata to the extent practicable, on the basis of the number of securities requested to be registered, as is necessary in e opinion of the managing underwriter(s) to reduce the size of the offering; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted securities to be registered on a particular Registration Statement as a secondary requested to be sold in the offering or by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of securities requested to be registered. (iid) Notwithstanding Sections 6.4(a), (b) and (c) the Registration Statement is Corporation may exclude all Shares from registration in connection with the Corporation’s Initial Public Offering if the inclusion of such Shares would, in the form written opinion of an underwritten offering and the managing underwriter(s) advise adversely affect the Company marketing of the New Securities to be sold by the Corporation therein; provided that the dollar amount or number such exclusion of Registrable Securities, taken together Shares shall be made pro rata with all other shares of Common Stock held by third parties issued prior to the issuance and sale of the other securities which the Company desires to sell or for which registration has been requested Preferred Shares; provided, further, that such shares of Common Stock shall not include shares of Common Stock received by third parties pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number conversion of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPreferred Shares.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)a) If SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all Act with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering such securities for its own account or the account of others under the 1933 Act of any of its equity securities (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the 1933 Securities Act, (iii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition dividend reinvestment or similar plan, (iv) for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with the Company’s stock option acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”)), then then, as soon as practicable, but in any event not less than fifteen (15) days prior to the Company proposed date of filing such Registration Statement, SpinCo shall deliver give written notice of such proposed filing to each Investor Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its reasonable best efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five (5) business days after the written receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, if within fifteen thereupon, (15x) days after in the date case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the delivery rights of any Holder to request that such noticeRegistration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such Investor other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements with the underwriters so request in writingthat each such Holder may, the Company shall include participate in such registration statement all or any part of Underwritten Offering. If the offering pursuant to such Registrable Securities such Investor requests Registration Statement is to be registeredon any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be a SpinCo Public Sale; provided, however, the Company shall not be required to register that any Registrable Securities prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account and/or for the account of any other Persons will be a SpinCo Public Sale, unless such offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2(g) 2.02(a); provided, further that are eligible if SpinCo files a Shelf Registration for resale pursuant its own account and/or for the account of any other Persons, SpinCo agrees that it shall use its reasonable best efforts to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information include in such Registration Statement such disclosures as may be required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or 430B under the Securities Act in order to ensure that are the subject Holders may be added to such Shelf Registration at a later time through the filing of a thenProspectus supplement rather than a post-effective Registration Statement. Notwithstanding anything else amendment. (b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the contrary execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (c) If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in this Section 2(g)a Piggyback Registration informs SpinCo and each Holder in writing that, if (i) the Commission in its or any position of the Staff sets forth a limitation on their opinion, the number of Registrable Securities permitted securities of such class that such Holder and any other Persons intend to be registered on a particular Registration Statement as a secondary include in such offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold Sold in such offering without adversely affecting being likely to have an adverse effect on the proposed offering price, timing, timing or distribution method, of the securities offered or probability of success (collectively, such limitation the “Maximum Number of Securities”)market for the securities offered, then the Company shall limit the securities to be included on in such Registration Statement to: shall be (i) first, all securities of SpinCo or any other Persons for whom SpinCo is effecting the number of securities which Underwritten Offering, as the Company desires case may be, proposes to sell for itself without exceeding the Maximum Number of SecuritiesSell; and (ii) second, securities (including Registrable Securities) for which registration has been Securities requested pursuant by Parent to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered and (iv) fourth, all other securities held by each requested and otherwise eligible to be included in such person, that can Underwritten Offering (including securities to be sold without exceeding for the Maximum Number account of SecuritiesParent) on a pro rata basis calculated based on the number of shares requested to be Registered. (d) In any Underwritten Offering pursuant to Section 2.01 or Section 2.02 that is not a SpinCo Public Sale, Parent, in the event Parent is participating in such Underwritten Offering, or the Holders of a majority of the outstanding Registrable Securities being included in the Underwritten Offering or Exchange Offer, in the event Parent is not participating in such Underwritten Offering or Exchange Offer, shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and ▇▇▇▇▇▇’s counsel for such Underwritten Offering or Exchange Offer. In any SpinCo Public Sale, SpinCo shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and Parent, in the event Parent is participating in such Underwritten Offering or Exchange Offer, or the Holders of a majority of the outstanding Registrable Securities being included in the SpinCo Public Sale, in the event Parent is not participating in such Underwritten Offering or Exchange Offer, shall select counsel to the Holder(s).

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h2(g)) or under the Securities Note Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, that, for the purposes of clarity, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g2(f) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g2(f), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.

Piggyback Registrations. Without limiting (a) If the Corporation at any obligation time proposes to register any of the Company hereunder (including its obligations under Section 2(h)) or securities under the Securities Purchase AgreementAct on Form ▇-▇, if there is not an effective Registration Statement covering all of ▇-▇ or S-3 or on any other form upon which the Registrable Securities or Common Stock may be registered for sale to the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (general public, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely other similar registration statement not generally used by an issuer in connection with any acquisition raising capital, whether for its own account or for the account of any entity or business or equity securities issuable in connection with others, the Company’s stock option or other employee benefit plans), then the Company shall deliver to Corporation will at each Investor a such time promptly give written notice to the Equity Participant of such determination andproposal, if which shall set forth information, to the extent then known, as to offering price or range, the number of shares to be offered, the proposed manner of distribution and the proposed managing underwriter(s) of the offering. Upon the written request of the Equity Participant given within fifteen twenty (1520) days after the date Corporation has given such notice and subject to any rights of the delivery holders of Preferred Shares of the Corporation, the Corporation will cause the Shares which the Corporation has been requested to register by the Equity Participant to be registered under the Securities Act (and any related qualification under blue sky laws or other compliance), all to the extent required to permit the sale or other disposition by the Equity Participant of the Shares so registered. (b) If securities are to be registered for sale under a registration and are to be distributed for the account of the Corporation by or through a firm of underwriter(s), then, subject to the rights of the holders of Preferred Shares of the Corporation, any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities of the same class as the Shares included in such underwriting; provided, that if, in the written opinion of the managing underwriter(s), the total amount of such noticesecurities to be so registered, any when added to the Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then (subject to clause (d) of this Section 6.4) the Corporation shall exclude from such Investor shall so request in writingunderwriting, first, the Company shall include number of Shares being sold for the account of the Equity Participant as is necessary, in such registration statement all or any part the opinion of such Registrable Securities such Investor requests the managing underwriter(s), to reduce the size of the offering provided, however, that the number of securities to be requested to be sold in the offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of securities requested to be registered. RESTRICTED STOCK PURCHASE AGREEMENT (c) If securities are to be registered for sale under a registration and are to be distributed for the account of holders of Common Stock held by third parties or holders (other than the Corporation) of other securities of the Corporation other than Common Stock by or through a firm of underwriter(s) of recognized standing under underwriting terms appropriate for such transaction, then any Shares which the Corporation has been requested to register pursuant to clause (a) of this Section 6.4 shall also be included in such underwriting on the same terms as other securities included in such underwriting, provided, that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be so registered, when added to such Shares, will exceed the maximum amount of the Corporation’s securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Corporation shall exclude from such underwriting the number of Shares and other securities, pro rata to the extent practicable, on the basis of the number of securities requested to be registered, as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted securities to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is requested to be sold in the form offering by officers, directors and other founding stockholders are likewise reduced pro rata based upon the number of an underwritten offering securities requested to be registered. (d) Notwithstanding Sections 6.4(a), (b) and (c), the Corporation may exclude all Shares from registration in connection with the Corporation’s Initial Public Offering if the inclusion of such Shares would, in the written opinion of the managing underwriter(s) advise adversely affect the Company marketing of the New Securities to be sold by the Corporation therein; provided that the dollar amount or number such exclusion of Registrable Securities, taken together Shares shall be made pro rata with all other shares of Common Stock held by third parties issued prior to the issuance and sale of the other securities which the Company desires to sell or for which registration has been requested Preferred Shares; provided, further, that such shares of Common Stock shall not include shares of Common Stock received by third parties pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number conversion of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of SecuritiesPreferred Shares.

Piggyback Registrations. Without limiting (a) FS shall notify Belknap at least 15 days prior to the filing of any obligation of the Company hereunder (including its obligations under Section 2(h)) or registration ▇▇▇▇▇▇▇nt under the Securities Purchase AgreementAct for a public offering of securities of FS (including, if there is but not an effective Registration Statement covering all limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating and will afford Belknap an opportunity to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any ▇▇▇ ▇▇ part of such the Registrable Securities such Investor requests to be registeredheld by Belknap; provided, howeverthat (x) no such notice shall be required, the Company and ▇▇▇▇ ▇ection 2.2 shall not be required applicable, at any time when a registration statement filed under Section 2.1 is effective. Such notice shall (i) offer Belknap the opportunity to register any such number of Registrable Securities pursuant to this Section 2(gSe▇▇▇▇▇▇▇s as he may request and (ii) that are eligible for resale pursuant to Rule 144 without restriction describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, volume restrictions) and without if known, the need for current public information required by Rule 144(c)(1) (price at which such securities are reasonably expected to be sold to the public, whether or Rule 144(i)(2)not such registration will be in connection with an underwritten offering and, if applicable) so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g)"firm commitment" underwriting, and, if (i) known, the Commission or amount of underwriting discount reasonably expected to be incurred in connection therewith). If Belknap desires to include in any position such registration statement all ▇▇ ▇▇▇t of the Staff sets forth a limitation on Registrable Securities held by him, he shall, within 15 days after receipt of the above-described notice from FS, so notify FS in writing. Such notice shall state the number of Registrable Securities permitted which Belknap requests to be registered on included in such registration and his inte▇▇▇▇ ▇▇thod of disposition of the Registrable Securities. If Belknap decides not to include all or any part of his Registrable ▇▇▇▇▇▇ties in any registration statement filed by FS, he shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a particular registration pursuant to this Section 2.2(a) shall not affect Belknap's rights under Section 2.1. (b) Notwithstanding the provisions of Section 2.2(a), FS shall not be required to give Belknap notice of its intent to file any registration statement o▇ ▇▇▇ ▇ype described in Section 2.2(a) which is filed prior to the expiration of the Lock-Up Period (a "Lock-up Period Registration Statement"), and (except as set forth in the last sentence of this Section 2.2(b)) Belknap shall not have the right to include any of his Registrabl▇ ▇▇▇▇▇ities in any Lock-Up Period Registration Statement, unless such Lock-Up Period Registration Statement as includes all or a secondary offering or part of the Five Star Shares (ii) such registration statement, a "Qualifying Registration Statement"). In the event that FS shall file a Qualifying Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company Statement, Belknap shall be entitled to include his Registrable Securities i▇ ▇▇▇▇ Qualifying Registration Statement; provided, however, that the dollar amount or number of Registrable SecuritiesSecurities that he shall be entitled to include shall be limited to such number of his Registrable Securities as equals the total number of Registrable Securities then owned by Belknap multiplied by a fraction, taken together with all the numerator of which is the n▇▇▇▇▇ ▇f shares of Five Star Shares that are being included in such Qualifying Registration Statement and the denominator of which is the total number of Five Star Shares. If a Lock-Up Period Registration Statement, other than a Qualifying Registration Statement, is not declared effective by the SEC prior to the expiration of the other securities which the Company desires Lock-Up Period, FS shall give Belknap a reasonable opportunity to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number include any of securities that can be sold his Registrabl▇ ▇▇▇▇▇ities in such offering without adversely affecting Lock-Up Period Registration Statement. (c) If the proposed offering priceregistration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities Belknap's right to be included on in a registration pursuant to this ▇▇▇▇▇▇▇ 2.2 shall be conditioned upon his participation in the underwriting to the extent provided herein and his entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such Registration Statement to: firstunderwriting by FS. Notwithstanding any other provision of this Section 2.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities be underwritten (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights), pro rata in accordance with then FS shall so advise Belknap, and the number of securities that each such person has requested may be included in the ▇▇▇▇▇▇riting shall be allocated first, to FS; and second, to Belknap and to any other stockholders of FS having comparable rig▇▇▇, ▇▇ a pro rata basis based on the total number of Registrable Securities requested to be sold by Belknap and such registration regardless other stockholders. If Belknap disapproves of th▇ ▇▇▇▇▇ of any such underwriting, he may ▇▇▇▇▇ to withdraw therefrom by written notice to FS and the underwriter, delivered at least 10 business days prior to the effective date of the number of securities held by each such personregistration statement, that can be sold without exceeding the Maximum Number of Securitieswhich withdrawal shall not affect Belknap's rights under Section 2.1 or 2.

Piggyback Registrations. Without limiting (a) Commencing 120 days after the Closing Date, if at any obligation time the Company intends to file on its behalf or on behalf of any holder of its securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC other than a registration statement relating to an offering for its own account on Form S-8 or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit planssuccessor forms), then the Company shall deliver to each Investor a give written notice of such determination andintention (an “Intended Offering Notice”) to Vivendi and to each other Holder (provided the Company shall not be obligated to provide an Intended Offering Notice to any person (other than Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a “Holder” as provided in this Agreement) at least 10 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such notified Holder may request, if within fifteen subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (15such written notice from any such Holder being a “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the delivery Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such noticesale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Investor shall so request Holder’s participation in writingthe underwriting agreements and arrangements required by this Agreement. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company that in its or their good faith view the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that the Company proposes to sell, and (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders and such other holders of securities of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration statement all rights with respect to such securities, based on the respective amount of Applicable Securities owned by them. (c) The rights of the Holders pursuant to Section 5.1 hereof and this Section 5.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which rights under Section 5.2 may exist (or have been exercised) at any part time and for any reason without liability hereunder. In such event, the Company shall notify each Holder that has delivered a Piggyback Notice to participate therein. No Registration of such Registrable Securities such Investor requests effected pursuant to a request under this Section 5.2 shall be registereddeemed to be, or shall relieve the Company of its obligation to effect, a Registration upon request under Section 5.1 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (includinginconsistent with, without limitationor adversely affect, volume restrictions) the rights and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject benefits of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position of the Staff sets forth a limitation on the number holders of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is contained in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesthis Agreement.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder (including elects to proceed with the preparation and filing of a prospectus in Canada or a registration statement in the United States in connection with a proposed distribution of any of its obligations under Section 2(h)) securities, whether by the Company or under any of its security holders, the Securities Purchase AgreementCompany shall give written notice thereof to the Investor as soon as practicable. In such event, if there the Investor shall be entitled, by notice in writing given to the Company within 10 Business Days after the receipt of any such notice by the Investor, unless such proposed distribution is not an effective Registration Statement covering on a bought deal basis, in which case the Investor shall deliver such request within three Business Days of such aforementioned notice, to request that the Company cause any or all of the Registrable Securities held by the Investor to be included in such prospectus or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating (such qualification being hereinafter referred to an offering for its own account or the account of others under the 1933 Act of any of its equity securities as a "Piggyback Registration"). (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Actb) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the The Company shall include in each such registration statement Piggyback Registration all or any part of such Registrable Securities Shares as directed by the Investor. Notwithstanding the foregoing if a Piggyback Registration is made in connection with a proposed distribution by the Company that, prior to such Investor requests to be registered; providedPiggyback Registration, howeveris solely an underwritten treasury offering, the Company shall not be required to register any include all such Registrable Securities pursuant to this Section 2(g) in any such distribution by the Company if the Company is advised in good faith and in writing by its lead underwriter or underwriters that are eligible for resale pursuant to Rule 144 without restriction (includingthe inclusion of all such Registrable Securities may, without limitationin their opinion, volume restrictions) and without have a material adverse effect on the need for current public information required by Rule 144(c)(1) (distribution or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position sales price of the Staff sets forth a limitation on securities being offered by the Company, in which case the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities Shares of any other shareholder exercising such rights shall be reduced as necessary on a pro rata basis. (c) The Company may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement pursuant to which the Company desires securities are to sell for itself be sold, at its sole discretion and without exceeding the Maximum Number consent of Securities; the Investor, withdraw such prospectus and second, securities (including Registrable Securities) for registration statement and abandon the proposed distribution in which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person Investor has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitiesto participate.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act1▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (a “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, (i) the Company may postpone or withdraw the filing or the effectiveness of a registration statement filed pursuant to this Section 2(g) at any time in its sole discretion and (ii) the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if (i) the Commission or any position If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Staff sets forth a limitation on Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities permitted and all other shares of Common Stock proposed to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is included in the form of an such underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholdersoffering, exceeds the maximum dollar amount or maximum number of securities that shares of Common Stock which can be sold in such offering without and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affecting affect the proposed offering priceprice per share of the Common Stock to be sold in such offering, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit include in such registration or takedown (i) first, the securities shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on such Registration Statement to: first, the basis of the number of securities which Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company desires to sell for itself without exceeding the Maximum Number of Securities; in writing that in its reasonable and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with good faith opinion the number of securities that each such person has requested shares of Common Stock proposed to be included in such registration regardless , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of securities held shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by each all such personholders or in such manner as they may otherwise agree; and (ii) second, that can the shares of Common Stock requested to be sold without exceeding the Maximum Number included therein by other holders of SecuritiesCommon Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. Without limiting (a) If, at any obligation of time, the Company hereunder (including its obligations under Section 2(h)) proposes or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine required to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities under the Securities Act (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 Form S-8 (each as promulgated under the 1933 Actany similar form(s) or their then equivalents relating to equity solely for registration of securities to be issued solely in connection with any acquisition business combination transaction, or (iii) a registration under Section 2.1 or 2.2) on a registration statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each Holder. Upon the written request of any entity Holder, made within 10 Business Days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company, subject to Sections 2.3(b), 2.4 and 2.7, shall use reasonable best efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Company at the time proposes to register to permit the sale or business other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. Except as otherwise set forth herein, no registration of Registrable Securities effected under this Section 2.3(a) shall relieve the Company of its obligations to effect registrations under Section 2.1 or 2.2. (b) If, at any time after giving written notice of its intention to register any equity securities issuable and prior to the effective date of the registration statement filed in connection with the Company’s stock option or other employee benefit plans)such registration, then the Company shall deliver determine for any reason not to each Investor a register or to delay registration of such equity securities, the Company will give written notice of such determination andto each Holder and (i) in the case of a determination not to register, if within fifteen (15) days after the date shall be relieved of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 or 2.2, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required 2.3 by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else giving written notice to the contrary Company of its request to withdraw. Such request must be made in this Section 2(g), if (i) writing prior to the Commission or any position earlier of the Staff sets forth execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a limitation on the number of Holder shall no longer have any right to include Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities registration as to which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securitieswithdrawal was made.

Piggyback Registrations. Without limiting If at any obligation of time during the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase AgreementEffectiveness Period, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to the each Investor a Holder written notice of such determination andand if, if within fifteen (15) days after the date of the delivery receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor Holder requests to be registered; provided. Notwithstanding the foregoing, howeverif the Company’s proposed registration of equity securities hereunder is, in whole or in part, an underwritten public offering, and the Company shall not be required to register any managing underwriter of such proposed registration determines and advises in writing that the inclusion of all Registrable Securities pursuant proposed to this Section 2(g) that are eligible for resale pursuant be included in the underwritten public offering, together with any other issued and outstanding shares of the Company’s common stock proposed to Rule 144 without restriction be included therein (including, without limitation, volume restrictions) and without such other shares hereinafter collectively referred to as the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2“Other Shares”), if applicable) or that are would interfere with the subject successful marketing of a then-effective Registration Statement. Notwithstanding anything else the Company’s securities, then the total number of such securities proposed to the contrary be included in this Section 2(g)such underwritten public offering shall be reduced, if (i) first by the Commission or any position shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary, (A) 50% of the Staff sets forth securities proposed to be issued by the Company, and (B) 50% of the Registrable Securities proposed to be included in such registration by the Holders, on a limitation on pro rata basis, based upon the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such personHolder. The shares of the Company’s common stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that can the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering. Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be sold included in the initial Registration Statement as described in this Section 8 shall be equal to the lesser of (a) the amount of Registrable Securities that Holders request to have so registered pursuant to this Section 8 and (b) the maximum amount of Registrable Securities which may be included in a Registration Statement without exceeding the Maximum Number of SecuritiesRule 415 Amount.

Piggyback Registrations. Without limiting any obligation of (a) If the Company hereunder (including its obligations under Section 2(h)) or under the Securities Purchase Agreement, if there is not an effective at any time proposes to file a Registration Statement covering all with respect to any offering of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering its securities for its own account or for the account of others under the 1933 Act of any of its equity securities other Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form S-4 F-4 or Form S-8 or any successor form to such forms, or (each C) as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition part of any entity Registration of securities for offering and sale to employees or business or equity securities issuable in connection with directors of the Company’s Company pursuant to any employee stock option plan or other employee benefit plansplan arrangement), the Company shall give written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of filing of such Registration Statement, to all Holders of Registrable Securities and such notice shall offer to Holders of Registrable Securities the opportunity, subject to Section 2.2(b), to Register under such Registration Statement such number of Registrable Securities as such Holders may request (a "Piggyback Registration"), Within twenty-one (21) days after receipt of such notice, the Holders of Registrable Securities shall, subject to Section 2.2(b), have the right by notifying the Company in writing to require the Company to include in such Registration Statement such number of Registrable Securities as such Holder may request (including Registrable Securities Beneficially Owned by the Holder's Affiliates). Unless HTIHL has elected to participate in such Piggyback Registration, nothing in this Section 2.2 shall give Orascom the right to participate in a Piggyback Registration at any time when any amount remains payable by it under the Promissory Note or by the Parent under the terms of the Parent Guarantee. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then the Company shall deliver make such arrangements with the Managing Underwriter so that the Holders of Registrable Securities and/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the same terms as the Company and the other Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then the Company will make such arrangements so that each Investor a written notice Holder may participate, subject to Section 2.2(b), in such offering on such basis. (b) Notwithstanding Section 2.2(a), if at any time the Managing Underwriter of any proposed Underwritten Offering (or, in the case of an offering which is not underwritten, the Company) informs the Holders of such determination class of Registrable Securities that, in its opinion, the total number of Company Securities of such class proposed to be sold in such offering (including the total number of Registrable Securities that the Holders (including any Registrable Securities of their Affiliates) have requested to be sold in such offering and the total number of Company Securities requested to be included by any other selling shareholder entitled to sell Company Securities in such offering) exceeds the maximum number of Company Securities which the Managing Underwriter (or the Company, as the case may be) believes may be sold without materially adversely affecting the price, timing or distribution of the offering, the number of Registrable Securities of such class that, in the opinion of such Managing Underwriter (or, in the case of an offering which is not underwritten, the Company), can be included without having such an adverse effect shall be allocated as follows: (i) first, 100% of the securities that the Company has proposed to sell; (ii) second, and only if all the securities referenced in clause (i) have been included, pro rata among the Holders which have requested participation in the Piggyback Registration (based for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Piggyback Registration by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); and (iii) third, and only if within fifteen all the Registrable Securities referenced in clauses (15i) days after and (ii) have been included, any other securities eligible for inclusion in such Registration. (c) Prior to the effective date of the delivery of such notice, any such Investor shall so request in writinga Registration Statement relating to an offering described under this Section 2.2, the Company may, at its election, give written notice to each Holder of Registrable Securities of its intention to postpone or withdraw any such Registration Statement without obligation to such Holders. Each Holder of Registrable Securities and/or its Affiliates shall include be permitted to withdraw all or part of their Registrable Securities from such Registration at any time prior to the effective date thereof. All Registration expenses of the Holders and/or their Affiliates (other than customary underwriting and broker commissions) shall be paid by the Company in the case of any and all Registrations governed by this Section 2.2. (d) If the Company at any time proposes to offer any securities of the same class as any Registrable Securities for its own account or for the account of any holders of its securities (y) to an underwriter or underwriters on a firm commitment basis for re-offering to the public in any Alternative Listing Jurisdiction, or (z) in an offering in any Alternative Listing Jurisdiction in which an underwriter or underwriters commit to acquire such securities if and to the extent not acquired by third parties, then in such registration statement all or any part event, to the fullest extent possible under applicable Law, the Holders of such Registrable Securities shall have with respect to such Investor requests offering in such Alternative Listing Jurisdiction participation rights as against the Company and the underwriter(s) equivalent to be registered; provided, howeverthe rights the Holders would enjoy in respect of a Piggyback Registration hereunder. Notwithstanding the foregoing, the Company shall not be required apply to register any Registrable Securities pursuant admit to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without trading on a regulated market within the need for current public information required by Rule 144(c)(1) (European Union or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else offer to the contrary in this Section 2(g), if (i) public within the Commission European Union any equity or any position debt securities of the Staff sets forth a limitation on Company without obtaining the number prior written consent of Registrable Securities permitted the Shareholders (such consent not to be registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”unreasonably withheld), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities.