Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form 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 of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any 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 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable SecuritiesSecurities at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which that the Company at the time proposes to register) 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 pursuant to the preceding sentence which that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable. (b) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company as treasury shares and (ii) any other Shares that are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company on or after the date hereof and that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, 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 or the Majority Participating Holders in such underwritten offering. (c) If, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in or as otherwise required by the registration as to which such withdrawal was madeunderwriters.

Piggyback Registrations. (a) If, If at any time, time the Company proposes or is required agrees to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (or an equivalent registration form each a "Registering Shareholder"), then in effecteach such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") or (ii) delivers to the Company a Demand Registration under Piggyback Notice, subject to 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 account2.4 hereof, the Company shall give prompt written notice of its intention include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to do so to each of designate the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request"managing underwriter(s) of any 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 shalloffering, 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 other disposition by the Holders (in accordance with the intended method of distribution thereof) consent of the Registrable Securities to Registering Shareholders and the Requesting Piggyback Holders, which consents shall not 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 Registrationsunreasonably withheld. (b) If, at any time after giving written notice prior to the filing of its intention a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to all Holders of record of Registrable Securities who made timely each Requesting Piggyback Requests and (i) Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to registerregister by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, . No registration effected under this Section 2.2 shall relieve the Company of its obligations to the rights of Holders effect any registration upon request under Section 2.1, and (ii) in the case of a determination nor shall any registration hereunder be deemed to delay such registration of its equity securities, shall be permitted have been effected pursuant to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesSection 2.1. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any timetime during the Effective Period, the Company (other than pursuant to Section 2.1) proposes or is required to register any of its equity securities file a registration statement under the Securities Act (with respect to an offering of Common Stock or other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form 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)equity securities, whether or not for sale for its own accountaccount (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall use commercially reasonable efforts to give written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities as it may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company shall give prompt written notice of use its intention commercially reasonable efforts to do so include in each such Piggyback Registration all Registrable Securities with respect to each of which the Holders of record of Registrable Securities. Upon Company has received from the Holder a written request (the "Piggyback Request") of any such Holder, made for inclusion therein within 10 15 days following the receipt of any such written notice (Piggyback Notice by the Holder, which request shall specify the maximum number of Registrable Securities intended to be disposed of by such the Holder and the intended method of distribution thereof), . The Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall, subject shall be required to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities covered by included in such Registration Statement have actually been sold. No Piggyback Requests Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holder’s rights under this Section 2.2 are to be sold in an underwritten offering, the Holder shall be permitted to include all Registrable Securities Act (with requested to be included in such registration in such offering on the securities which same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a fully marketed underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company at in writing that it is their good faith opinion that the time proposes total amount of Registrable Securities requested to register) be so included, together with all Other Securities that the Company and any other Persons having rights to permit participate in such registration intend to include in such offering, exceeds the sale total number or other disposition by dollar amount of such securities that can be sold without having an adverse effect on the Holders (in accordance with the intended method of price, timing or distribution thereof) of the Registrable Securities to be so registered. There is no limitation included together with all Other Securities, then there shall be included in such fully marketed underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or by any Person (other than the Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holder; and (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each 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 holder of its obligations to effect Demand RegistrationsOther Securities. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, If the Company at any time, the Company time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration any successor form then in effect) or (ii) a Demand Registration under Section 2.1) on registration of securities which are a registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effectcombination of debt and equity), whether or not for its own account, then the Company shall give prompt written notice of its intention to do so to each of the Holders of record all holders of Registrable SecuritiesSecurities regarding such proposed registration. Upon the written request (the "Piggyback Request") of any such Holder, holder made within 10 15 days following after 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 holder and the intended method or methods of distribution disposition thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration 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 such Registrable Securities to be so registered. There is no limitation on a pro rata basis (based on the number of shares of Registrable Securities owned by each such piggyback registrations Stockholder) in accordance with such intended method or methods of disposition; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the preceding sentence which extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company is obligated to effect. No registration effected under shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.2; (b) Ifif, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record each holder of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registerand, thereupon, shall not be relieved of its obligation obligated to register any Registrable Securities in connection with such abandoned registrationregistration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders the ▇▇▇▇▇ Stockholders that a registration be effected under Section 2.11.1; and (c) if in connection with a registration pursuant to this Section 2, and the managing underwriter of such registration (ii) or, in the case of an offering that is not underwritten, a determination nationally recognized investment banking firm) shall advise the Company in writing (with a copy to delay each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of its equity the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall be permitted to delay the pay all Registration Expenses in connection with each registration of such Registrable Securities for the same period as the delay in registering such other equity securities. requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (ca) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice all Registration Expenses to the Company of its request extent required to withdraw; provided, however, that (i) be paid by such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration seller under applicable law and (iib) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the registration as Company from its obligation to which such withdrawal was madeeffect registrations under Section 1.1.

Piggyback Registrations. (a) If, at any timetime (including in an Initial Public Offering), the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent any successor or similar forms thereto and other than pursuant to a registration form 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 effect6.1), 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 Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so to each so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the Holders managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of record of any underwriting commissions, discounts and the like, at which the Registrable SecuritiesSecurities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request (the "Piggyback Request") of any such Holder, made holder delivered to the Company within 10 thirty (30) days following after 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 holder and the intended method of distribution disposition thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration 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) all 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 that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: (bi) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record each holder of Registrable Securities who made timely Piggyback Requests a request as hereinabove provided and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders the holders of the Registrable Securities to request that a registration subsequently be effected under Section 2.1, and 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the case Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of a determination its obligation to delay such effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of its equity securities, shall be permitted Registrable Securities under this Section 6.2 incidental to delay the registration of such Registrable Securities for the same period as the delay any of its securities in registering such connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other equity securitiesemployee benefit plans. (c) Any Holder The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to withdraw its Piggyback Request by giving written notice to select the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement managing underwriter with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeoffering.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registrations on such form or similar form(s) solely for registration statement on Form S-4 of securities in connection with an employee benefit plan or S-8 (or an equivalent registration form then in effect) dividend reinvestment plan 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 of the Holders Holder of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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 shallCompany, subject to Sections 2.2(b), 2.3 and 2.6 hereof2.7, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request 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 (i) such . Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) In no event shall the Company register any of its equity securities during the Restricted Period. If, at any timetime after the fourth anniversary of the Effective Date, the Company at any time proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form 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)Act, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so to each so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, including, without limitation, (x) the intended method of disposition of the Holders securities offered, including whether or not such registration will be effected through an underwriter in an underwritten offering or on a "best efforts" basis, and, in any case, the identity of record of the managing underwriter, if any, and (y) the price at which the Registrable SecuritiesSecurities are reasonably expected to be sold. Upon the written request (the "Piggyback Request") of any such Holder, made holder of Registrable Securities delivered to the Company within 10 30 calendar days following after 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 thereofholder), 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 will effect the registration 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 all the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: (bi) Ifif, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall reasonably determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record each holder of Registrable Securities who shall have made timely Piggyback Requests a request for registration as hereinabove provided and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights right of Holders any Person to request that such registration be effected as a registration under this Section 2.1, and 10.1; and (ii) if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the case of a determination Company's registration must sell their Registrable Securities to delay such the underwriters selected by the Company on the same terms and conditions as apply to the Company. (b) The Company shall not be obligated to effect any registration of its equity securities, shall be permitted Registrable Securities under this Section 10.1 incidental to delay the registration of such Registrable Securities for the same period as the delay any of its securities in registering such connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other equity securitiesemployee benefit plans. (c) Any Holder If a registration pursuant to this Section 10.1 involves an underwritten offering and the managing underwriter advises the issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, the Company will so advise each holder of Registrable Securities that has requested registration pursuant to Section 10.1(a), and shares shall be excluded from such offering in the following order until such limitation has been met: First, the Registrable Securities requested to be included in such offering by a Stockholder other than a NRG or any Permitted Transferee of NRG shall be excluded pro rata, based on the respective number of Registrable Securities as to which registration has been so requested by such Stockholders, until all such Registrable Securities shall have been so excluded; second, the Registrable Securities requested to be included in such offering by NRG or any Permitted Transferee of NRG shall be excluded pro rata, based on the respective number of Registrable Securities as to which registration has been so requested by NRG or any Permitted Transferee of NRG, until all such Registrable Securities shall have been so excluded; and thereafter, the securities requested to be registered by the Company shall be excluded. (d) In connection with any underwritten offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 10.1, the Company shall have the right to withdraw its Piggyback Request by giving written notice to select the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement managing underwriter with respect to the offering; provided that such registration and (ii) such withdrawal managing underwriter shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include nationally recognized investment banking firm. (e) The Company will pay all Registration Expenses incurred in connection with each of the registrations of Registrable Securities in the registration as effected by it pursuant to which such withdrawal was madethis Section 10.1.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or (ii) a Demand Special 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 effectStatement), 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. , at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act or earlier as required pursuant to Section 2.1 or otherwise. (b) Upon the written request of any Holder desiring to have Registrable Securities registered under this Section 2.2 (the "a “Piggyback Request") of any such Holder”), made within 10 ten (10) days following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (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(b2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 (the “Piggyback Registration”). (c) There is no limitation on the number of such piggyback registrations Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a2.2(c) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Other Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (bd) The Company, subject to Sections 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 shares of Common Stock and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, 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 Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (e) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cf) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. (g) The Company shall use commercially reasonable efforts to maintain the effectiveness of the registration and (ii) statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include shorter period in which all Registrable Securities included in the such registration as to which such withdrawal was madestatement have actually been sold.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time, whenever the Company (i) proposes or is required to register any Equity Securities of its equity securities the Company under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 by the Company (or an equivalent registration form then in effect) or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1 F-4 or S-4, as applicable, (y) on a registration statement on Form S-3 S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an equivalent general registration form then in effectUnderwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Shareholders prompt written notice thereof (but not less than [***] Business Days prior to the filing by the Company with the Commission of its intention to do so to each any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of Equity Securities of the Holders Company proposed to be registered, the proposed date of record filing of Registrable Securitiessuch registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Shareholder, made given within 10 days following (A) [***] Business Days, in the receipt case of any Block Trade Offering, or (B) [***] Business Days, in the case of any other offering, after such written notice Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the Company at has received such written requests for inclusion to be included in such Piggyback Registration on the time proposes to registersame terms and conditions as the Equity Securities of the Company being sold in such Piggyback Registration. (b) to permit the sale or other disposition If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized investment bank selected by the Holders (in accordance with the intended method of distribution thereof) Shareholders holding a majority of the Registrable Securities included in such Piggyback Registration, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Company in writing that, in its opinion, the inclusion of all the Equity Securities of the Company sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have Equity Securities of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of Equity Securities of the Company (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the marketability of the Equity Securities of the Company sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such Equity Securities of the Company as the Company is so registered. There is no limitation advised by such underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of Equity Securities of the Company to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) held by such piggyback registrations pursuant Piggyback Sellers and Other Demanding Sellers and (C) third, other Equity Securities of the Company held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Equity Securities of the Company sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the preceding sentence which number of Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) held by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other Equity Securities of the Company is obligated held by any Other Proposed Sellers or to effect. No registration effected be sold by the Company as determined by the Company and with such priorities among them as may from time to time be determined or agreed to by the Company. (c) In connection with any Underwritten Offering under this Section 2.2(a) shall relieve 4.2 for the Company’s account, the Company shall not be required to include a holder’s Registrable Securities in the Underwritten Offering unless such holder accepts the terms of its obligations to effect Demand Registrationsthe underwriting as agreed upon between the Company and the underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (bd) If, at any time after giving written notice of its intention to register any equity securities of its Equity Securities of the Company as set forth in this Section 4.2 and prior to the effective date of time the registration statement filed in connection with such registrationPiggyback Registration is declared effective, the Company shall determine for any reason not to register or to delay registration such Equity Securities of such equity securitiesthe Company, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests each Shareholder and (i) in the case of a determination not to register, thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned registration, without prejudice, however, Piggyback Registration (but not from its obligation to pay the rights of Holders under Section 2.1, and (ii) Registration Expenses 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 connection therewith as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdrawprovided herein); provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in Shareholders may continue the registration as a Demand Registration pursuant to which such withdrawal was madethe terms of Section 4.1 or a Shelf Underwritten Offering pursuant to the terms of Section 4.3.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or (ii) a Demand Special 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 effectStatement), 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. , at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act or, in the case of registrations pursuant to Section 2.1, as required pursuant to Section 2.1. (b) Upon the written request of any Holder desiring to have Registrable Securities registered under this Section 2.2 (the "a “Piggyback Request") of any such Holder”), made within 10 days three (3) Business Days following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (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(b2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 (the “Piggyback Registration”). (c) There is no limitation on the number of such piggyback registrations Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a2.2(c) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Holders other than the Investor Shareholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (bd) The Company, subject to Sections 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 shares of Common Stock and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, 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 Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (e) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cf) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. (g) The Company shall use commercially reasonable efforts to maintain the effectiveness of the registration and (ii) statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include shorter period in which all Registrable Securities included in the such registration as to which such withdrawal was madestatement have actually been sold.

Piggyback Registrations. (a) If, If at any time, time the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (S- 8 or any successor forms thereto) for the account of another Person or, at any time following the effectuation of an equivalent registration form 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)initial public offering by the Company of the Common Stock, whether or not for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so to each so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, including, without limitation, (x) the intended method of disposition of the Holders securities offered, including whether or not such registration will be effected through an underwriter in an Underwritten Offering or on a "best efforts" basis, and, in any case, the identity of record of the managing underwriter, if any, and (y) the price at which the Registrable SecuritiesSecurities are reasonably expected to be sold. Upon the written request (the "Piggyback Request") of any such Holder, made holder of Registrable Securities delivered to the Company within 10 30 calendar days following after 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 thereofholder), 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 will effect the registration 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 all the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: -------- ------- (bi) Ifif, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record each holder of Registrable Securities who shall have made timely Piggyback Requests a request for registration as hereinabove provided and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, registration (but not from its obligation to pay the rights of Holders under Section 2.1, and Registration Expenses in connection therewith); and (ii) if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the case of a determination Company's registration must sell their Registrable Securities to delay such the underwriters selected by the Company on the same terms and conditions as apply to the Company. (b) The Company shall not be obligated to effect any registration of its equity securities, shall be permitted Registrable Securities under this Section 5.2 incidental to delay the registration of such Registrable Securities for the same period as the delay any of its securities in registering such connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other equity securitiesemployee benefit plans. (c) Any Holder If a registration pursuant to this Section 5.2 involves an Underwritten Offering and the managing underwriter advises the issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, the Company will so advise each holder of Registrable Securities that has requested registration pursuant to Section 5.2(a) hereof, and shares shall be excluded from such offering pro rata, based on the respective number of Registrable Securities as --- ---- to which registration has been so requested by such Shareholders, until all such Registrable Securities shall have been so excluded; and thereafter, the securities requested to be registered by the Company shall be excluded. (d) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 5.2, the Company shall have the right to withdraw its Piggyback Request by giving written notice to select the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement managing underwriter with respect to the offering; provided that such registration and (ii) such withdrawal managing -------- underwriter shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include nationally recognized investment banking firm. (e) The Company will pay all Registration Expenses incurred in connection with each of the registrations of Registrable Securities in the registration as effected by it pursuant to which such withdrawal was madethis Section 5.2.

Piggyback Registrations. (a) If, at any timetime when there are Registrable Securities then outstanding there is not an effective Registration Statement covering all of the Registrable Securities, the Company proposes or is required to register under the Securities Act any of its equity securities securities, whether or not for sale for its own account, on a form and in a manner which would permit registration of the Registrable Securities held by a Holder for sale to the public under the Securities Act (other than pursuant including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form N-14 (or any successor or substantially similar form), (ii) otherwise relating to any corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 or S-8 (or an equivalent registration form 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 effectcovering the resale of the Registrable Securities), whether or not for its own account, the Company shall give prompt written notice of its intention to do so the proposed registration to each of the Holders of record of Registrable Securities. Upon the written request Holder not later than ten (the "Piggyback Request"10) of any such Holder, made within 10 calendar 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 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 filing thereof. Each Holder shall have the right to withdraw request that all or any part of its Piggyback Request Registrable Securities be included in such registration. Each Holder can make such a request by giving written notice to the Company within five (5) calendar days after the receipt of its request to withdrawsuch notice by the Holders; provided, however, that if the registration is an Underwritten Offering and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Holders propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities that the Company proposes to sell, second, the Registrable Securities of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (i) it being further agreed and understood, however, that such request must underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Securities proposed to be made in writing prior registered and sold pursuant to an Underwritten Offering for the account of any Holder shall be sold to the earlier prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Holder who holds Registrable Securities being registered in any offering shall have the right to receive a copy of the execution form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement agreement. The Company may withdraw any registration statement under this Section 3 at any time before it becomes effective, or postpone or terminate the execution offering of the custody agreement with respect securities, without obligation or liability to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeHolder.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to the filing of such registration statement). 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 (the "Piggyback Request") of any such Holder, made within 10 days ten (10) Business Days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including a block trade, 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 or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (iiincluding to effect such Partner Distribution). (f) such withdrawal Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of AEA; provided, however, that if any AEA Investor participates in the IPO, each Additional Investor shall be irrevocable andentitled to participate in such IPO on a pro rata basis in accordance with the provisions of this Section 2.2, after making such withdrawal, a Holder shall no longer have any right subject to include Registrable Securities in the registration as to which such withdrawal was madeSections 2.3 and 2.6 hereof.

Piggyback Registrations. (a) If, If the Company at any time, the Company time proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) file a registration statement on with respect to its Common Stock, whether for its own account or for the account of any Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), other than a registration statement or Form S-4 or S-8 (or an equivalent registration form any successor or substantially similar form) and other than in connection with on employee compensation plan, or securities issued pursuant to any such plan, or a dividend reinvestment plan, 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 in each case give prompt written notice of its intention such proposed filing to do so to each of the Holders of record of Registrable Securities. Upon Stockholders at least twenty (20) days before the written request (the "Piggyback Request") anticipated filing date of any such HolderRegistration Statement by the Company, made and such notice shall offer to the Stockholders the opportunity to have any or all of the Registrable Securities held by the Stockholders included in such Registration Statement. If any Stockholder desires to have its Registrable Securities registered under this Section 4, it shall so advise the Company in writing within 10 ten (10) days following after the date of receipt of any such written notice (which request shall specify set forth the maximum number amount of Registrable Securities for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total amount of Common Stock which the Stockholders, the Company and any other Persons intended to be disposed included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the number of shares of Common Stock to be offered for the accounts of the Stockholders and the Other Holders shall be reduced pro rata, based upon the aggregate number of securities to be offered for the accounts of the Stockholders and all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by such Holder and managing underwriter or underwriters before the intended method of distribution thereof)securities offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company shall, subject may withdraw or postpone a Registration Statement referred 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 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, 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after giving written notice of its intention to register it becomes effective without any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register liability or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 securitiesStockholder. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (other than individuals), at least five (5) business days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) business days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to the filing of such registration statement). Upon the written request (the "Piggyback Request") of any such Holder, made within 10 ten (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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (along with the securities which the Company at the time proposes to register) 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 registeredregistered prior to the printing of a preliminary prospectus for distribution to potential investors, but 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. (b) The Company, subject to Sections 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 shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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 and which have been approved by the Majority Participating Holders (“Additional Piggyback Rights”). (c) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and otherwise may only be made in accordance with procedures reasonably determined by the underwriters in connection with any underwriting arrangements. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution).

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 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 such Holder, made within 10 20 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 such Registrable Securities covered by Piggyback Requests 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. 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, If at any timetime during the Effectiveness Period, the Company proposes or is required shall determine to register any of its equity securities under the Securities Act (other than pursuant to (i) a registrations on such form or similar form(s) solely for registration statement on Form S-4 of securities in connection with an employee benefit plan or S-8 (or an equivalent registration form then in effect) dividend reinvestment plan 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 effecteffect (but excluding any registration statement on Form S-4 or Form S-8), 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 Holder of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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 shallCompany, subject to Sections 2.2(b), 2.3 and 2.6 hereof2.6, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention determination to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request 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 (i) such . Such request must be made in writing prior to the earlier of (i) the use by the Company or any underwriters of any preliminary prospectus or preliminary prospectus supplement that is part of such registration statement, (ii) the execution of the underwriting agreement with respect to such registration or (iii) the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, If the Company at any time, the Company time proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent any successor or similar forms thereto and other than pursuant to a registration form 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 effect4.1), 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 Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so to each 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 so, the identity of the Holders Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of record of any underwriting commissions, discounts and the like) at which the Registrable SecuritiesSecurities are reasonably expected to be sold). Upon the written request (the "Piggyback Request") of any such Holder, made holder delivered to the Company within 10 30 calendar days following after 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 holder and the intended method of distribution disposition thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its commercially reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration 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) all 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 that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: (bi) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record each holder of Registrable Securities who made timely Piggyback Requests a request as herein above provided and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of Requesting Holders to request that such registration be effected as a registration under Section 2.1, and 4.1. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the case Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, provided, however, that such holders shall not be required to make any representations about the Company's business and will not be required to indemnify the underwriters for an amount which exceeds the net proceeds received by such holder. No registration effected under this Section 4.2 shall relieve the Company of a determination its obligation to delay such effect registration upon request under Section 4.1. (b) The Company shall not be obligated to effect any registration of its equity securities, shall be permitted Registrable Securities under this Section 4.2 incidental to delay the registration of such Registrable Securities for the same period as the delay any of its securities in registering such connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other equity securitiesemployee benefit plans. (c) Any Holder The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 4.2 shall be paid by the Company. (d) If a registration pursuant to this Section 4.2 involves an Underwritten Offering and the Managing Underwriter advises the issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will include in such registration (i) the securities the Company proposes to sell and (ii) the number of Registrable Securities requested by holders thereof to be included in such registration that, in the opinion of such Managing Underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities pro rata on the basis of the respective number of Registrable Securities each such holder has requested to be included in such registration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 4.2, the Company shall have the right to withdraw its Piggyback Request by giving written notice select the Managing Underwriter with respect to the Company of its request to withdrawoffering; provided, however, that (i) such request must be made in writing prior Managing Underwriter is reasonably acceptable to the earlier holders of a majority of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities requested to be sold in the registration as to which such withdrawal was madeUnderwritten Offering.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a solely the registration statement on Form S-4 of securities in connection with an employee benefits plan or S-8 (dividend reinvestment plan or an equivalent registration form then in effect) acquisition, merger or consolidation or (ii) pursuant to a Demand Registration under Section 2.1) on a registration statement on Form S-1 or F-1, Form S-3 (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 of the Holders of record of Registrable SecuritiesHolder. Upon the written request (the "Piggyback Request") of any such Holder, Holder made within 10 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 hereof2.6, use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under included in the Securities Act (registration statement with the securities which the Company at the time proposes to register) register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. There is no limitation on Such Holders shall be referred to as Participating Holders for the number purposes of such piggyback registrations pursuant any Registrable Securities to the preceding sentence which the Company is obligated to effectbe registered under Section 2.2(a). No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all relevant Participating Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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, without prejudice, however, to the rights of Holders under Section 2.1. (c) Any Participating Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiregistration. Any Holder withdrawing pursuant to the provisions of this Section 2.2(c) shall following such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in be treated as a Participating Holder for the registration as to which such withdrawal was madepurposes of this Agreement.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effecteffect 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 RegistrationsRegistrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Company as treasury shares and (ii) any other shares of Class A Common Stock 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, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, 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 or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters. (e) Notwithstanding Section 2.2(a), if either the LLR Investors or the Founder Investor(s) (the “Block Trade Initiating Holder”) wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such LLR Investors or Founder Investor(s) only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify the LLR Investors or the Founder Investor(s) (iiwhichever is not the Block Trade Initiating Holder, the “Non-Initiating Holder”) and any Minority Investor that owns 1% or more of the then-outstanding Class A Common Stock (each, a “Significant Minority Investor”) on the same day and the Non-Initiating Holder and such withdrawal Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall be irrevocable andas expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, after however, that the Block Trade Initiating Holder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such withdrawalrequest in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Block Trade Initiating Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any other Holder who does not constitute a Non-Initiating Holder or a Significant Minority Investor shall have no longer have any right to include Registrable Securities notice of or to participate in the registration as to which such withdrawal was madeUnderwritten Block Trade at any time.

Piggyback Registrations. (a) IfUntil the date on which all Registrable Shares are no longer Registrable Shares, at any time, if the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or S-8 any successor form, (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or an equivalent registration form then in effectdividend reinvestment plan, (iv) or (ii) a Demand Registration under Section 2.1) on a any registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect), whether or not filed by the Company relating to the offering of Common Stock for its own account, the Company shall give prompt written notice of its intention to do so to each account as a result of the Holders exercise of record the exchange rights set forth in Section 7.4 of Registrable Securities. Upon the written request Partnership Agreement (as defined in the "Piggyback Request") of any 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 thereofPurchase Agreement), 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 or (with the securities which the Company at the time proposes to registerv) 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. 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 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not a demand registration other than pursuant to register or to delay registration Section 2 of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request by giving written notice to the Company of its request to withdrawthis Agreement; provided, however, that the exceptions in clauses (iv) and (v) shall not apply if underwritten offerings are proposed to be made under such registration statements) and the registration form to be used may be used for the registration of Registrable Shares, the Company will give prompt written notice to all Holders of Registrable Shares of its intention to effect such a registration (each a “Piggyback Notice”) and, subject to subparagraphs 3(b) and (c) below, the Company will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within ten business days after the date of sending the Piggyback Notice (a “Piggyback Registration”), unless, if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would materially adversely interfere with such offering, materially adversely affect the Company’s securities in the public markets, or otherwise materially adversely affect the Company. Notwithstanding the foregoing, if the Registration pursuant to Section 2 is then in effect, the Company shall have no obligation to effect the registration of Registrable Shares under this Section 3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If a Piggyback Registration is a primary registration on behalf of the Company and, if the Piggyback Registration is an underwritten offering, 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 within a price range acceptable to the Company, the Company will include in such registration (i) such request must be made in writing prior first, the securities the Company proposes to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration sell and (ii) second, the Registrable Shares requested to be included in such withdrawal shall Registration and any other securities requested to be irrevocable included in such registration, pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Shares requested for inclusion in such registration by each such holder. (c) If a Piggyback Registration is a secondary registration on behalf of holders of the Company’s securities other than the Holders of Registrable Shares, and, after making if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such withdrawalregistration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Holders initially requesting such registration, a Holder shall no longer have any right the Company will include in such registration the securities requested to include be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration as to which on the basis of the number of Shares requested for inclusion in such withdrawal was maderegistration by each such holder.

Piggyback Registrations. (a) If, If at any time, time the Company proposes intends to file on its behalf or is required to register on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than pursuant to (i) a registration statement on Form S-8 or Form S-4 or S-8 (or an equivalent registration form 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 effecttheir successor forms), whether then the Company shall give written notice of such intention (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, 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 (such 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 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 sale). 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 Holder’s participation in the underwriting agreements and arrangements required by this Agreement. (b) In connection with an underwritten offering initiated by the Company for its own account, 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 give prompt written notice 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 underwritten offering and who hold contractual registration rights with respect to such securities, based on the respective amount of Applicable Securities owned by them. In connection with an underwritten offering initiated by holders of securities of the Company (other than the Holders) who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities, if the managing underwriter or underwriters advise the Company that in its intention or their good faith view the number of securities proposed to do so be registered exceeds the Maximum Number with respect to each such offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that holders of securities of the Company (other than the Holders) who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities propose to sell, (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders, based on the respective amount of Applicable Securities owned by them and (iii) third, the securities that the Company proposes to sell. (c) The rights of the Holders pursuant to Section 5.1 hereof and this Section 5.2 are cumulative, and the exercise of record rights under one such Section shall not exclude the subsequent exercise of Registrable Securitiesrights under the other such Section (except to the extent expressly provided otherwise herein). Upon Notwithstanding anything herein to the written request 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 time and for any reason without liability hereunder. In such event, the "Company shall notify each Holder that has delivered a Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number Notice to participate therein. No Registration 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 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 effected pursuant to the preceding sentence which the Company is obligated to effect. No registration effected a request under this Section 2.2(a) 5.2 shall be deemed to be, or 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registrationeffect, without prejudice, however, to the rights of Holders a Registration upon request under Section 2.1, and (ii) in the case of a determination to delay such 5.1 hereof. The Company may enter into other 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 Piggyback Request by giving written notice to the Company of its request to withdrawrights agreements; provided, however, that (i) such request must be made in writing prior to the earlier rights and benefits of a holder of securities of the execution of the underwriting agreement or the execution of the custody agreement Company with respect to registration of such registration securities as contained in any such other agreement shall not be inconsistent with, or adversely affect, the rights and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include benefits of holders of Registrable Securities as contained in the registration as to which such withdrawal was madethis Agreement.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registrations on such form or similar form(s) solely for registration statement on Form S-4 of securities in connection with an employee benefit plan or S-8 (dividend reinvestment plan or an equivalent registration form then in effect) acquisition, merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 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 such Holder, made within 10 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 best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the holders of which have so requested the registration thereof, to be registered under included in the Securities Act (registration statement with the securities which the Company at the time proposes to register) 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. 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registrations on such form or similar form(s) solely for registration statement on Form S-4 of securities in connection with an employee benefit plan or S-8 (or an equivalent registration form then in effect) dividend reinvestment plan or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 F‑1 or Form S-3 (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 of the Holders Holder of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days 5 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 shallCompany, subject to Sections 2.2(b), 2.3 and 2.6 hereof2.6, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request 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 (i) such . Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (ai) If, at any time, Each time that the Company proposes or is required for any reason to register any of its equity securities Common Stock under the Securities 1933 Act (a “Proposed Registration”), other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effect) similar 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 effectsuccessor forms), whether or not for its own account, the Company shall promptly give prompt written notice (the “Piggyback Notice”) of its intention to do so such Proposed Registration to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice Investors (which request notice shall specify be given not less than thirty (30) days prior to the maximum number expected effective date of the Company’s registration statement) and shall offer the Investors the right to include any of their Registrable Securities intended to be disposed of by such Holder and in 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 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 effectProposed Registration. No registration effected under pursuant to this Section 2.2(a2(g) shall relieve the Company of its obligations to effect Demand Registrationsregister Registrable Securities pursuant to the foregoing provisions of this Section 2. (bii) If, at any time after giving written notice Each Investor shall have twenty (20) days from the date of its intention receipt of the Piggyback Notice to register any equity securities and prior deliver to the effective date of Company a written request specifying the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record number of Registrable Securities who made timely Piggyback Requests such Investor intends to sell and (i) in the case such Investor’s intended method of a determination not to register, 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 (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) disposition. Any Holder Investor shall have the right to withdraw its Piggyback Request such Investor’s request for inclusion of such Investor’s Registrable Securities in any registration statement pursuant to this Section 2(g) by giving written notice to the Company of its request such withdrawal. Subject to withdraw; providedSection 2(g)(iii) and Section 2(h) below, howeverthe Company shall include in such registration statement all such Registrable Securities so requested to be included therein. (iii) If the managing underwriter or underwriters of any Proposed Registration involving Registrable Securities advises the Company that the total number of Registrable Securities that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten offering shall include the number of Registrable Securities that (i) such request must be made managing underwriter or underwriters advises the Company in writing prior can be sold without having such adverse effect, with such number to be allocated (A) first, to the earlier Company, (B) second, pro rata among the Investors who have requested participation in such underwritten offering and (iii) third, any other holder of Common Stock of the execution of the underwriting agreement or the execution of the custody agreement with respect to Company. The pro rata allocations for each Investor who has requested participation in such registration and (ii) such withdrawal underwritten offering shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Investors in such underwritten offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Investor by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Investors participating in the registration as underwritten offering. All participating Investors shall have the opportunity to which share pro rata that portion of such withdrawal was madepriority allocable to any Investor(s) not so participating.

Piggyback Registrations. (a) IfSubject to the terms and conditions of this Agreement, at any time, whenever the Company proposes or is required to register any of its equity securities for sale for cash under the Securities Act Act, whether proposed to be offered for sale by the Company or by any other Person (other than pursuant to (i) pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or Demand Registration, (ii) a Demand Registration under Section 2.1in connection with any registration on Form S-▇, ▇-▇ or any successor or similar form, (iii) on in connection with a registration statement on Form S-1 relating to a merger, acquisition, business combination transaction or Form S-3 reorganization of the Company or other transaction under Rule 145 of the Securities Act or (or an equivalent general iv) a registration in which the only securities being registered are common stock issuable upon conversion of debt securities that are also being registered) and the registration form then in effectto be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for its own account, the Company shall give prompt written notice to AIG 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 effect 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 shalla registration and, subject to Sections Section 2.2(b) and Section 2.2(c), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause include in such registration all Registrable Securities covered by Piggyback Requests with respect to be registered under the Securities Act (with the securities which the Company at has received written requests for inclusion therein from AIG within five (5) Business Days after the time proposes delivery of the Company’s notice. (b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise AIG as a part of the written notice given. In such event, the right of AIG to registerregistration pursuant to this Section 2.2(b) shall be conditioned upon AIG’s participation in such underwriting and the inclusion of AIG’s Registrable Securities in the underwriting to permit the sale or other disposition extent provided herein. If AIG exercises its Piggyback Registration rights it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Holders (in accordance with Company. Notwithstanding any other provision of this Section 2.2, if the intended method of distribution thereof) of underwriters advise the Registrable Securities to be so registered. There is no Company that marketing factors require a limitation on the number of such piggyback registrations pursuant shares to be underwritten, the underwriters may (subject to the preceding sentence which limitations set forth below) limit 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record number of Registrable Securities who made timely Piggyback Requests to be included in the registration and underwriting. The Company shall so advise AIG, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (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 abandoned registration, without prejudice, howeverfirst, to the rights Company for securities being sold for its own account, (ii) second, to Argon, to the extent Argon is permitted to include securities at such time, and is entitled to priority with respect thereto, under the terms of Holders under Section 2.1the Stockholders Agreement, (iii) third, to AIG, and (iiiii) in fourth, to any other holders of 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 Company’s securities. (c) Any Holder The Company shall have the right to terminate or withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing any registration prior to the earlier effectiveness of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right whether or not AIG has elected to include Registrable Securities securities in the registration as to which such withdrawal was maderegistration.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other stockholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form then in effect) any similar 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 effectsuccessor forms), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each the Other Investors, promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter). Notwithstanding the foregoing, the Company may delay any Piggyback Notice, including until after filing a registration statement, so long as all recipients of such notice have the Holders same amount of record of Registrable Securitiestime 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 (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder in such registration and the intended method of sale or distribution thereof), the Company shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) register to permit the sale or other disposition by the Holders (in accordance with the intended method of sale or 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. If the Company proposes to sell any of its equity securities for its own account in an underwritten offering pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of record of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder in such offering) within five (5) days following the receipt of the Company Shelf Notice. If a Major Investor proposes to sell any of its Registrable Securities in a Shelf Underwriting, then the provisions set forth in Section 2.1(e) shall apply to such Shelf Underwriting. Notwithstanding the foregoing, (x) if the Company wishes to sell any of its equity securities for its own account in an Underwritten Block Trade (a “Company Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company only needs to notify (a “Company Underwritten Block Trade Notice”) the Major Investors (in each case, if such Major Investor is then a Holder of (i) Shelf Registrable Securities or (ii) Registrable Securities that may be added to such Shelf Registration Statement through the filing of a prospectus supplement) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Major Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Major Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company proposes to effect a Company Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Holder that is not a Major Investor shall have any right to notice of or to participate in such Company Underwritten Block Trade at any time. The Company shall, at the request of any Major Investor requesting to participate in a Company Shelf Underwriting or Company Underwritten Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendment and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Major Investors or any other Participating Holder of Shelf Registrable Securities to effect such Company Shelf Underwriting or Company Underwritten Block Trade, as applicable. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including a block trade, 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 Applicable Initiating Holders. (c) Other than in connection with a Demand Registration (or a Shelf Underwriting or Underwritten Block Trade), if, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice (or a Company Shelf Notice or a Company Underwritten Block Trade Notice) and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting or Company Underwritten Block Trade), the Company shall determine for any reason not to 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 to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests (except, in the case of a Company Underwritten Block Trade, then, only to the Major Investors) and (i) in the case of a determination not to registerregister (or sell), shall be relieved of its obligation to register (or sell) any Registrable Securities in connection with such abandoned registrationregistration (or abandoned sale), without prejudice, however, to the rights of Holders of Registrable Securities under Section 2.1, and (ii) in the case of a determination to delay such registration (or 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 (or selling) such other equity securities. (cd) Any Holder shall have the right to withdraw its Piggyback Request request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the any custody agreement with respect to such registration and or offering or as otherwise required by the underwriters. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder seeking to effect a Holder shall no longer have Partner Distribution, file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to which effect such withdrawal was madePartner Distribution. (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall not apply to any Holder in connection with the IPO.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Shares for its own account or for the account of its equity securities any other shareholder under the Securities Act (other than pursuant to (i) a Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or stock purchase and/or dividend reinvestment plan or a registration statement on Form S-4 or S-8 (or an equivalent registration form 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 effectregistering Shares that are issuable solely upon conversion of Share Equivalents), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record Registrable Securities at least five (5) Business Days prior to the filing of Registrable Securitiesany registration statement under the Securities Act. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which that the Company at the time proposes to register) 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 pursuant to the preceding sentence which that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable. (b) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company as treasury shares and (ii) any other Shares that 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 that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, 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 or the Majority Participating Holders in such underwritten offering. (c) If, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the piggyback registration rights granted pursuant to this Section 2.2 shall automatically terminate at such time as both (i) the Registrable Securities beneficially owned by the Shareholders no longer constitute at least five percent (5%) of the outstanding Shares and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in Shareholder is an “affiliate” of the registration as to which such withdrawal was madeCompany (within the meaning of Rule 144).

Piggyback Registrations. (a) If, at any time or from time to time, the Company proposes will register or is required to register commence an offering of any of its equity securities under for its own account or otherwise (including but not limited to the Securities Act registrations or offerings pursuant to Section 2.1) (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any 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 thereofsimilar successor forms thereto), the Company shall, subject will: (i) promptly give to Sections 2.2(beach Holder written notice thereof (in any event within five (5) Business Days); and (ii) except as set forth in Section 2.1(k), 2.3 include in such registration and 2.6 hereofin any underwriting involved therein (if any), use its reasonable best efforts to cause all the Registrable Securities covered specified in a written request or requests, made within twenty (20) days after mailing or personal delivery of such written notice from the Company, by Piggyback Requests to be registered under any of the Securities Act (Holders, with the securities which the Company at the time proposes to register) register or sell 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 registeredregistered or sold, 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) 2.2 shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if the Company wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a takedown from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company shall notify each Holder and each such Holder must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its commercially reasonable efforts to consummate such shelf offering (which may close as early as two (2) Business Days after the date it commences). (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person (other than demand registrations of a type described in Section 2.1(k)), (i) authorized but unissued shares of Common Equity or (to the extent applicable under Maryland law) shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the Effective Time and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, 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. (c) If, at any time after giving written notice of its intention to register or sell any equity securities Common Equity or Common Equity Equivalents and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale thereof, the Company shall determine for any reason not to register or sell or to delay registration of such equity securitiesor sale thereof, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such abandoned registrationregistration or sale, 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 securitiesor sale thereof, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securitiesCommon Equity or Common Equity Equivalents. (cd) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), 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. (e) Any Holder shall have the right to withdraw its Piggyback Request request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in or offering or as otherwise required by the registration as to which such withdrawal was madeunderwriters.

Piggyback Registrations. (a) If, at any timetime prior to December 1, 1998 or the earlier termination of the Company's obligations under Section 2.1(a)(iii), the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) consolidation or (ii) a Demand Registration registration under Section 2.1) on a registration statement on Form S-1 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 one (1) counsel for the Holders of record of Registrable SecuritiesShareholders designated in Section 4.11 hereof (the "Shareholder Counsel"). Upon the written request (of the "Piggyback Request") of any such HolderShareholder Counsel, made within 10 days following the receipt of any such written notice (which request shall specify each Shareholder who wishes to exercise piggyback rights and the maximum number of Registrable Securities Merger Shares intended to be disposed of by each such Holder and the intended method of distribution thereofShareholder), 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 Merger Shares identified in the Shareholder Counsel's notice 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) such Shareholders of the Registrable Securities Merger Shares 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 Registrationscause the Registration Statement to become effective. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests the Shareholder Counsel and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Merger Shares in connection with such abandoned registration, without prejudice, however, to the rights of Holders the Shareholders 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 Merger Shares requested by a Shareholder to be included therein for the same period as the delay in registering such other equity securities. (c) Any Holder Shareholder shall have the right to withdraw its Piggyback Request request for inclusion of its Merger Shares 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder Shareholder shall no longer have any right to include Registrable Securities Merger Shares in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If2.1 The Company agrees that, on each occasion that it shall propose to file a registration statement covering shares of Common Stock, whether on its own behalf or at the request of any time, other stockholder of the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration form 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 effectthe Securities Act), whether with the Commission or not for its own accountunder the laws of any state jurisdiction, the Company shall give prompt written notice ("Piggyback Notice") of its intention such proposed filing to do so to each of the Holders of record of Registrable Securitiesat least 40 days prior to such filing. Upon the written request (the "Piggyback Request") of any such Holder, made given within 10 days following after 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 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 and prior to the effective date of the registration statement filed in connection with such registrationPiggyback Notice, the Company shall determine for use its best efforts to include in any reason not to register or to delay registration such filing such number of such equity securities, the Company may, at its election, give written notice shares of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, Subject Stock that shall be relieved of its obligation requested by the Holders, subject to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, limitations as to the rights number of Holders under Section 2.1, and shares of Subject Stock that may be imposed by the Company's underwriter (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 Piggyback Request by giving written notice to the Company of its request to withdrawif any); provided, however, that (i) if such registration statement is being filed at the request must of another stockholder of the Company, then the maximum number of shares of Subject Stock included in such registration shall be made in writing prior equal to the earlier lesser of (a) the aggregate number of shares of the execution Common Stock to be included in such registration multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock owned by the Holders on the date of the underwriting agreement Piggyback Notice and the denominator of which shall be the aggregate number of shares of Common Stock that are issued and outstanding on such date, or (b) the execution number of shares of the custody agreement with respect Common Stock that the Holders shall have requested to have included in such registration. 2.2 The Company agrees that it shall use its best efforts to cause the registration statement including the shares of Subject Stock to become effective under the Securities Act and under the securities laws of Specified States. The Company shall further use its best efforts to maintain the effectiveness of such registration statement for such period as may be reasonably necessary to complete the distribution of the Subject Stock covered thereby, subject to the limitations set forth in Section 4 hereof. 2.3 The Holders shall pay all fees and expenses of its counsel and accountants who shall not also be representing the Company, and shall reimburse the Company for certain additional expenses incurred by the Company as set forth in this Section 2.3. The Company shall pay all expenses, disbursements, fees (ii) filing and others), legal and accounting and other costs of every kind and nature incurred or borne by the Company in connection with such withdrawal a registration requested under this Section 2 (both under the Securities Act and under the laws of the Specified States in which shares of the Subject Stock are being sold), except that the Holders shall be irrevocable andpromptly reimburse the Company for all such expenses, after making disbursements, fees and other costs using the ratio of net cash received by the Holders to the total amount of net cash received by the Company and any other sellers of shares of Common Stock under such withdrawalregistration statement unless the Company shall have otherwise agreed to bear such expenses, a Holder shall no longer have disbursements, fees and other costs on behalf of any right to include Registrable Securities other stockholder of the Company for whom shares of Common Stock are being included in the registration as to which such withdrawal was maderegistration.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other holder of Common Stock under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), 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 , at least five (5) Business Days prior to the written request (the "Piggyback Request") filing of any such Holder, made within 10 days following registration statement under the receipt of any such written notice Securities Act (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 best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Each Holder agrees to treat as confidential the receipt of the piggyback registration notice and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (b) IfOther than in connection with a Demand Registration, if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of any Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeagreement.

Piggyback Registrations. Until such time as the Buyer Group (aas hereinafter defined) Ifno longer beneficially owns in the aggregate at least 10% of the Shares and Underlying Warrant Shares (as hereinafter defined) initially purchased hereunder, at any time, whenever the Company proposes or is required to register an offering of any of its equity securities Common Stock under the Securities Act (other than pursuant to (i) under employee compensation or benefit programs or otherwise on Form S-8 or an equivalent form, (ii) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or to the existing stockholders of another company in connection with a registration statement merger or acquisition or otherwise on Form S-4 or S-8 (or an equivalent form or (iii) a secondary registration solely on behalf of holders of securities of the Company, and the registration form then in effect) or to be used may be used for the registration of the Registrable Securities (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 effectas hereinafter defined), whether or not for its own account, the Company shall will give prompt written notice to all Buyers of its intention to do so to each effect such a registration and will include in such registration and offering all Registrable Securities which are then owned by members of the Holders of record of Registrable Securities. Upon Buyer Group and with respect to which the Company has received written request (the "Piggyback Request") of any such Holder, made requests for inclusion therein within 10 20 days following after the receipt of any such written the Company's notice (a "Piggyback Registration"). The Company shall use reasonable efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities then owned by members of the Buyer Group which request shall specify have been requested to be included in the maximum registration statement (or registration statements) for such offering to be included therein and in the prospectus used in connection therewith on the same terms and conditions as are provided for therein for persons other than Buyers. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities intended which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be disposed offered by the Company in such offering; provided however, that to the extent not prohibited by any registration rights agreements existing as of by such Holder and the intended method of distribution thereof)date hereof, 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 securities 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 (included 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 and prior to the effective date of the registration statement filed in connection with such registration, (or registration statements) for any person other than Buyers and the Company shall determine for be first reduced prior to any reason such pro rata reduction. It is specifically agreed that the Piggyback Registration rights set forth in this subparagraph (c) shall not be assignable to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record any transferee of Registrable Securities who made timely Piggyback Requests and (i) in the case of if such transferee is not a determination not to register, 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 (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 Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier member of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeBuyer Group.

Piggyback Registrations. (a) If, FS shall notify JL at least 15 days prior to the filing of any time, the Company proposes or is required to register any of its equity securities registration statement under the Securities Act for a public offering of securities of FS (including, but not 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 than pursuant transactions under Rule 145 of the Securities Act) and will afford JL an opportunity to include in such registration statement all or part of the Registrable Securities held by JL; provided, that (x) no such notice shall be required, and this Section 2.2 shall not be applicable, at any time when the registration statement filed under Section 2.1 is effective. Such notice shall (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or offer JL the opportunity to register such number of Registrable Securities as it may request and (ii) a Demand Registration under Section 2.1) on a describe such securities and specify the form and manner and other relevant facts involved in such proposed registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect)including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not for its own accountsuch registration will be in connection with an underwritten offering and, if so, the Company shall give prompt written notice of its intention to do so to each identity of the Holders managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of record of Registrable Securitiesunderwriting discount reasonably expected to be incurred in connection therewith). Upon the written request (the "Piggyback Request") of If JL desires to include in any such Holderregistration statement all or part of the Registrable Securities held by it, made it shall, within 10 15 days following the after receipt of any such written the above-described notice (which request from FS, so notify FS in writing. Such notice shall specify state the maximum number of Registrable Securities intended which JL requests to be disposed of by included in such Holder registration and the its intended method of distribution thereof), disposition of the Company shall, subject Registrable Securities. If JL decides not to Sections 2.2(b), 2.3 and 2.6 hereof, use include all or any part of its reasonable best efforts to cause all Registrable Securities covered in any registration statement filed by Piggyback Requests FS, it shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be registered under filed by FS, all upon 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 terms and conditions set forth herein. In addition, inclusion of distribution thereof) any part of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations in a registration pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve not affect JL's rights under Section 2.1. In addition, inclusion of any part of the Company of its obligations Registrable Securities in a registration pursuant to effect Demand Registrationsthis Section 2.2(a) shall not affect JL's rights under Section 2.1. (b) IfIf the registration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, at JL's right to be included in a registration pursuant to this Section 2.2 shall be conditioned upon its participation in the underwriting to the extent provided herein and its entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by FS. Notwithstanding any time after giving 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 to be underwritten (including Registrable Securities), then FS shall so advise JL, and the number of securities that may be included in the underwriting shall be allocated first, to FS; and second, to JL and to any other stockholders of FS having comparable rights, on a pro rata basis based on the total number of Registrable Securities requested to be sold by JL and such other stockholders. If JL disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice of its intention to register any equity securities FS and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registrationstatement, the Company which withdrawal shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the affect JL's 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 securities2.1 or 2. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfAt any time after the end of the Lock-up Period and prior to the earlier to occur of the 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 UpstreamCo’s then-issued and outstanding UpstreamCo Shares (or, at any timeif the Registrable Securities include securities other than UpstreamCo Shares, less than 1% of UpstreamCo’s then-issued and outstanding securities of the Company same class as the securities included in the Registrable Securities), if UpstreamCo proposes to file a Registration Statement (other than a Shelf Registration) or is required a Prospectus supplement filed pursuant to register any of its equity securities a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than pursuant to (i) a registration statement on Form S-4 Registration or S-8 (or an equivalent registration form then in effect) or Takedown Prospectus Supplement under Section 2.01, (ii) a Demand Registration under Section 2.1) on pursuant to a registration statement Registration Statement on Form S-1 S-8 or Form S-3 S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only UpstreamCo Shares being registered are UpstreamCo Shares issuable upon conversion of debt securities that are also being registered) (an equivalent general registration form then in effect“UpstreamCo Public Sale”), whether or then, as soon as practicable, but in any event not for its own accountless than 15 days prior to the proposed date of filing such Registration Statement, the Company UpstreamCo shall give prompt written notice of its intention to do so such proposed filing to each of Holder, and such notice shall offer such Holders the Holders of record opportunity to Register under such Registration Statement such number of Registrable SecuritiesSecurities as each such Holder may request in writing (a “Piggyback Registration”). Upon the written request (the "Piggyback Request"Subject to Section 2.02(b) of any such Holderand Section 2.02(c), made UpstreamCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to an UpstreamCo Public Sale all Registrable Securities that are requested to be included therein within 10 five business days following after 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)notice; provided, the Company shallhowever, 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 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) Ifthat if, at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company UpstreamCo shall determine for any reason not to register Register or to delay registration Registration of such equity securitiesthe UpstreamCo Public Sale, the Company UpstreamCo may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and each such Holder and, thereupon, (ix) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such abandoned registrationRegistration, without prejudice, however, to the rights of Holders any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, 2.01 and (iiy) in the case of a determination to delay such registration of its equity securitiesRegistration, shall be permitted to delay the registration of such Registering any Registrable Securities for the same period as the delay in registering Registering such other equity securitiesUpstreamCo Shares in the UpstreamCo Public Sale. No Registration effected under this Section 2.02 shall relieve UpstreamCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, UpstreamCo’s filing of a Shelf Registration Statement shall not be deemed to be an UpstreamCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of UpstreamCo Shares for its own account and/or for the account of any other Persons will be an UpstreamCo Public Sale, unless such offering qualifies for an exemption from the UpstreamCo Public Sale definition in this Section 2.02(a). (cb) Any In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Piggyback Request 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 the Company UpstreamCo of its such Holder’s request to withdraw; providedwithdraw and, howeversubject 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 a Piggyback Registration informs UpstreamCo and each Holder in writing that, in its or their opinion, the number of securities of such class that such Holder and any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) such request must be made in writing prior first, all securities of UpstreamCo and any other Persons (other than UpstreamCo’s executive officers and directors) for whom UpstreamCo is effecting the Registration, as the case may be, proposes to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and Sell, (ii) second, the number, if any, of Registrable Securities of such withdrawal shall class that, in the opinion of such managing underwriter or underwriters, can be irrevocable andSold without having such adverse effect, after making with such withdrawalnumber 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 of executive officers and directors of UpstreamCo for whom UpstreamCo 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 UpstreamCo and those holders may agree. (d) After a Holder shall no longer have any right has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the registration Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to which evaluate whether to include its Registrable Securities (or other UpstreamCo Shares) in such withdrawal was madePiggyback 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 requirements of this Section 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall cooperate with UpstreamCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so (1) to the Sponsor Investors and Management Investors promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter), (2) to each of the other Holders of record Registrable Securities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (3) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice to any Holders of Registrable Securities, including 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 (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Sponsor Investors (in each case, if such Sponsor Investor is then a Holder of Registrable Securities) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Sponsor Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Sponsor Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Sponsor Investor requests a Company Underwritten Block Trade or an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Management Investor, and no other Investor that is not an Initial Investor or a Permitted Affiliate Transferee of an Initial Investor, shall have any right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade at any time. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including a block trade, 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 (i) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (ii) the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice (or a Company Shelf Notice) and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting), the Company shall determine for any reason not to 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 to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registerregister (or sell), shall be relieved of its obligation to register (or sell) any Registrable Securities in connection with such abandoned registrationregistration (or abandoned sale), without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration (or 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 (or selling) such other equity securities. (cd) Any Holder shall have the right to withdraw its Piggyback Request request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or offering or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (iiincluding to effect such Partner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall not apply to any Holder in connection with an IPO without the prior written consent of the AEA Investors; provided, however, that if the AEA Investors participate in such withdrawal IPO, each Holder of Registrable Securities that is an Initial Investor (other than an AEA Investor), or a Permitted Affiliate Transferee of such Initial Investor, shall be irrevocable andentitled to participate in such IPO on a pro rata basis in accordance with the provisions of this Section 2.2, after making such withdrawal, a Holder shall no longer have any right subject to include Registrable Securities in the registration as to which such withdrawal was madeSections 2.3 and 2.6 hereof.

Piggyback Registrations. (a) If, If at any time, time the Company proposes or is required to register for sale by the Company under the Securities Act any of its equity securities (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), or any shares of Common Stock held by GSCP pursuant to Section 3.1(b), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or and in an equivalent registration form 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 accountunderwritten offering, the Company shall will each such time promptly give prompt written notice to all Stockholders who beneficially own any Registrable Securities of its intention to do so to each so, of the Holders registration form of record the SEC that has been selected by the Company and of Registrable Securities. Upon the written request such holders' rights under this Section 3.1 (the "Piggyback RequestNotice") of any 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 . The Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which that the Company at has been requested in writing, within fifteen (15) calendar days after the time proposes Piggyback Notice is given, to register) to permit the sale or other disposition register by the Holders Stockholders thereof (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 each such piggyback registrations registration pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a3.1(a), a "Piggyback Registration"); provided, however, that (i) shall relieve the Company of its obligations to effect Demand Registrations. (b) Ifif, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securitiessecurities (or, in the case of a Demand Registration (as defined below), GSCP so determines), the Company may, at its electionelection (or, in the case of a Demand Registration where GSCP so determines, the Company shall), give written notice of such determination to all Holders of record of Stockholders who beneficially own any Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registerand, thereupon, 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 (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a determination to delay such registration of its equity securitiesDemand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Registration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. securities (cprovided that clauses (i) Any Holder and (ii) shall have the right to withdraw its Piggyback Request by giving written notice to not relieve the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to obligations under Section 3.1(b)). In the earlier case of the execution any registration of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in an underwritten offering pursuant to this Section 3.1(a), all Stockholders proposing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration as of Registrable Securities for which Piggyback Registration is requested by a Management Investor if, at the time of such request, all such Registrable Securities are eligible for sale to which the public by the requesting Management Investor without registration under Rule 144 under the Securities Act, with such withdrawal was madesale not being limited by the volume restrictions thereunder.

Piggyback Registrations. (a) If, at any time, If the Company proposes Certificate is released from escrow and delivered to the Lender in accordance with the Escrow Agreement and the Borrower determines to proceed with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a registration statement (the “Registration Statement”) relating to an offering for its own account or is required to register any the account of its equity securities others under the Securities Act of 1933 (the “1933 Act”) of any of its shares of common stock, other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effecteach as promulgated under the ▇▇▇▇ ▇▇▇) 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 its then in effect), whether or not for its own accountequivalents, the Company Borrower shall give prompt send to the Lender written notice of its intention to do such determination and, if within ten (10) days after receipt of such notice, the Lender shall so to each request in writing, the Borrower will cause the registration under the 1933 Act of the Holders of record of Escrowed Shares and (the “Registrable Securities. Upon the written request (the "Piggyback Request") of any 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 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, provided that if at any time after giving written notice of its intention to register any equity securities of its shares of common stock and prior to the effective date of the registration statement filed in connection with such registration, the Company Borrower shall determine for any reason not to register or to delay registration of such equity securitiesshares of common stock, the Company Borrower may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and the Lender and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any the 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 securitiesregistering, shall be permitted to delay registering the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesshares of common stock. The Borrower shall include in such registration statement all or any part of the Registrable Securities provided however that the Borrower shall not be required to register any Escrowed Shares that are eligible for sale pursuant to Rule 144 of the 1933 Act. Notwithstanding any other provision in this Section 7, if the Borrower receives a comment from the SEC which effectively results in the Borrower having to reduce the number of Registrable Securities included on such Registration Statement, then the Borrower may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be included in such Registration Statement. (b) In connection with each Registration Statement described in this Section 7, the Lender will furnish to the Borrower in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Borrower may require the Lender to furnish to the Borrower a certified statement as to the number of shares of common stock beneficially owned by the Lender and the name of the natural person thereof that has voting and dispositive control over the Escrowed Shares. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice All fees and expenses incident to the Company performance of or compliance with the filing of the Registration Statement shall be borne by the Borrower whether or not any Registrable Securities are sold pursuant to the Registration Statement. In no event shall the Borrower be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Lender. (d) The Borrower shall indemnify and hold harmless the Lender, its request officers, directors, agents and employees, and each person who controls the Lender (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934) and the officers, directors, agents and employees of each such controlling person, to withdraw; providedthe fullest extent permitted by applicable law, howeverfrom and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such request must be made untrue statements or omissions are based solely upon information regarding the Lender furnished in writing prior to the earlier of Borrower by the execution of Lender expressly for use therein, or to the underwriting agreement extent that such information relates to the Lender or the execution Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the custody agreement with respect to such registration and Lender expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or defective. (e) The Lender shall indemnify and hold harmless the Borrower, its directors, officers, agents and employees, each person who controls the Borrower (within the meaning of Section 15 of the 1933 Act and Section 20 of the Securities Exchange Act of 1934), and the directors, officers, agents or employees of such withdrawal controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Lender’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Lender to the Borrower specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are based solely upon information regarding the Lender furnished in writing to the Borrower by the Lender expressly for use therein, or (iii) to the extent that such information relates to the Lender or the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Lender expressly for use in the Registration Statement or in any amendment or supplement thereto or (z) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Lender hereunder be greater in amount than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities giving rise to such indemnification obligation. (f) If a claim for indemnification hereunder is unavailable to either the Borrower or the Lender (in each case, an “Indemnified Party” or “Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be irrevocable anddetermined by reference to, after making among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such withdrawalIndemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a Holder party as a result of any Losses shall no longer be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any right other method of allocation that does not take into account the equitable considerations referred to include in the immediately preceding paragraph. Notwithstanding the provisions of this section, the Lender shall not be required to contribute amount greater than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities in the registration as giving rise to which such withdrawal was madecontribution obligation.

Piggyback Registrations. (a) IfThe Company shall notify MSF in writing at least 10 Business Days (or such shorter period of time that is reasonable under the circumstances) prior to the filing of a Piggyback Registration Statement (as defined below), at including the filing of a preliminary prospectus supplement, in the case of a Piggyback Offering to be conducted pursuant to a shelf registration statement that is already effective, for purposes of an Underwritten Offering of Company Shares to the public (whether for its own account or the account of others) (a “Piggyback Offering”), other than an Excluded Offering, and shall afford MSF the opportunity to include in such registration statement all or part of the Registrable Shares, subject to the terms and conditions hereof and the Separation Agreement. If MSF seeks to include any timeRegistrable Shares in any such Registration Statement, MSF shall notify the Company proposes in writing, within five Business Days after receipt of the notice from the Company, provided that MSF shall have two Business Days after receipt of a such a notice to request inclusion of Registrable Securities in a Piggyback Registration Statement in the case of a “bought deal”, “registered direct offering,” “at the market” or “overnight transaction” where no preliminary prospectus is required used. If MSF decides not to register include all of the Registrable Shares in any of its equity securities under such registration statement, MSF shall nevertheless continue to have the Securities Act right to include any Registrable Shares in any subsequent registration statement as may be filed by the Company with respect to such an offering (other than an Excluded Offering), all upon the terms and conditions set forth herein, except to the extent such Registrable Shares have been registered for resale pursuant to (i) a Section 2.3. Any registration statement on Form S-4 or S-8 (or an equivalent registration form then including the filing of a preliminary prospectus supplement, in effect) or (ii) the case of a Demand Registration under Section 2.1) on Piggyback Offering to be conducted pursuant to a shelf registration statement on Form S-1 or Form S-3 (or that is already effective) filed for purposes of such an equivalent general registration form then in effect), whether or not for its own account, the underwritten offering of Company shall give prompt written notice of its intention to do so to each of the Holders of record Common Stock that includes an offer of Registrable Securities. Upon the written request (the "Shares is referred to herein as a “Piggyback Request") of any 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 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 RegistrationsRegistration Statement.” (b) If, at MSF may elect to withdraw from any time after giving Underwriting Offering by written notice of its intention to register any equity securities the Company and the managing underwriter, delivered at least 10 calendar days 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 Piggyback Registration Statement or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not Piggyback Registration Statement to registerbe consummated pursuant to a shelf registration statement that is already effective or that will automatically become effective upon filing, two days after the public announcement of the Underwritten Offering or if the Underwritten Offering is publicly announced at the beginning of a Business Day, 3:00 P.M. New York City time on such day. (c) The Company shall be relieved have the right to select the managing underwriter or underwriters to administer any underwritten offering pursuant to a Piggyback Registration Statement, and shall have the right to consent to any underwriter proposed for an underwritten offering of Company Shares by MSF pursuant to a Shelf Registration Statement. (d) MSF shall enter into an underwriting agreement with the Company and the underwriters and shall sell its obligation to register any Registrable Securities included in connection with such abandoned registrationany Piggyback Underwritten Offering, without prejudice, however, upon the same terms and conditions as those applicable to the rights Company, except as expressly provided herein. (e) MSF may exercise the Piggyback Registration Rights only as to the same class of Holders under Section 2.1Company Shares as the Company proposes to sell in the underwritten offering covered by a Piggyback Registration Statement. (f) The Company shall have the right to withdraw or delay, and (ii) any Piggyback Registration Statement or terminate any associated Piggyback Underwritten Offering at any time in the case of a determination Piggyback Underwritten Offering, without MSF’s consent, whether or not MSF has elected to delay include Registrable Shares in such registration. Any such termination shall not affect MSF’s registration rights hereunder to register Registrable Shares, and in the case of its equity securitiesa delay, shall be permitted to delay the its registration of such Registrable Securities request for the same period of the Company’s delay as to the delay in registering such other equity securitiesCompany Shares. (cg) Any Holder At any time when an effective Shelf Registration Statement is current, the Company may, but shall have the right no obligation to withdraw its permit, MSF to include Company Shares in a Piggyback Request Registration Statement, and if any such Company Shares are included in a Piggyback Registration Statement and sold, an identical number of Company Shares otherwise registered for resale by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal MSF shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in deregistered from the registration as to which such withdrawal was madeShelf Registration Statement.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock for the Company’s own account (other than except pursuant to (i) a registration statement registrations on Form S-4 or any successor form or on Form S-8 (or an equivalent registration any successor form then in effectrelating solely to securities issued pursuant to any benefit plan) or for the account of any holder of Common Stock of the Company (ii) other than a Demand Registration under Section 2.1Holder) on a form that would permit registration statement on Form S-1 or Form S-3 (or an equivalent general registration form of Registrable Securities for sale to the public under the Securities Act, then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention such proposed filing to do so the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date) (a “Registration Notice”), describing in reasonable detail the proposed registration (including the number and class of securities proposed to each be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders of record the opportunity to register such number of Registrable SecuritiesSecurities as each such Holder may request. Upon the written request (the "Piggyback Request") of any Holder, given by such Holder to the Company no later than 10 Business Days after the Company’s notice is delivered to such Holder, made within 10 days following to register, on the receipt same terms and conditions as the securities otherwise being sold pursuant to such registration, any of any such written notice (which request shall specify the maximum number of Holder’s Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)Securities, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests as to which registration shall have been so requested to be registered under included in the Securities Act (with the securities which registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the time proposes consent of any Holder, delay or abandon the proposed offering in which any Holder had requested to registerparticipate pursuant to this Section 5(a)(i) to permit or cease the sale filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other disposition by governmental approvals, registrations or qualifications. In such event, the Holders (Company shall so notify each Holder that had notified the Company in accordance with the intended method of distribution thereofthis Section 5(a)(i) of its intention to participate in such offering and, except for the Registrable Securities obligation of the Company to be so registeredpay registration expenses pursuant to Section 6, the Company shall incur no liability for its failure to complete any such offering. There is no limitation on the number of such piggyback registrations that may be requested by the Holders pursuant to the preceding sentence this Section 5(a)(i) 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (ai) IfAfter the expiration of the Holdback Period, at for so long as any timeInvestor holds Registrable Securities, the Company proposes or is required shall notify the Investors in writing at least fifteen (15) days prior to register the filing of any of its equity securities registration statement under the Securities Act for purposes of a public offering of equity securities of the Company (other than 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 6.1(a)) and will afford the Investor a reasonable opportunity to include in such public offering all or part of such Registrable Securities held by the Investor. If an Investor desires to include in any such public offering all or any part of the Registrable Securities held by it, such Investor shall, within fifteen (i15) a registration statement on Form S-4 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Investor. If the Investor decides not to include all of its Registrable Securities in any public offering thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent public offering or S-8 (or an equivalent registration form then in effect) or public offerings as may be made by the Company, all upon the terms and conditions set forth herein. (ii) a Demand Registration If the public offering of which the Company gives notice under this Section 2.16.1(b) on a registration statement on Form S-1 or Form S-3 (or is for an equivalent general registration form then in effect), whether or not for its own accountunderwritten offering, the Company shall give prompt written notice so advise the Investors. In such event, the right of an Investor to include Registrable Securities in a public offering pursuant to this Section 6.1(b) shall be conditioned upon its participation in such underwriting and the inclusion of its intention Registrable Securities in the underwriting to do so to each the extent provided herein. Each of the Holders of record of Registrable Securities. Upon Company and such Investor shall enter into an underwriting agreement in customary form with the written request (underwriter or underwriters selected for such underwriting by the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice Company (which request underwriter or underwriters shall specify be reasonably acceptable to the maximum 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 Registrable Securities intended shares to be disposed of by such Holder and the intended method of distribution thereof)underwritten, the Company shallnumber of shares that may be included in the underwriting shall be allocated as follows: (i) first, 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 shares that the Company at the time proposes to registersell (if participating in the offering); (ii) second, shares that SunEdison or its Affiliates (if participating in the offering) propose to permit the sale or other disposition by the Holders sell; (in accordance with the intended method of distribution thereofiii) of third, the Registrable Securities requested to be so registered. There is no limitation on included in such underwriting and the number of shares that other stockholders with registration rights requested to be included in such piggyback registrations pursuant to underwriting which, in 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 and prior to the effective date opinion of the registration statement filed in connection with underwriters, can be sold without any such registrationadverse effect, pro rata among the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 holders of such Registrable Securities for and other shares on the same period as basis of the delay number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in registering such other equity securitiesunderwriting which, in the opinion of the underwriters, can be sold without any such adverse effect. (ciii) Any Holder The Company shall have the right to terminate or withdraw its Piggyback Request any public offering initiated by giving written notice to the Company of its request to withdraw; provided, however, that (iit under this Section 6.1(b) such request must be made in writing prior to the earlier of the execution of the underwriting agreement whether or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right not an Investor has elected to include Registrable Securities securities in such public offering, and shall promptly notify the registration as Investors (if any has elected to which include shares in such withdrawal was madepublic offering) of such termination or withdrawal.

Piggyback Registrations. (a) IfAfter the Initial Public Offering, if the Company at any time, the Company time proposes or is required to register any of its equity securities of the same class as the Registrable Securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent any successor or similar forms thereto and other than pursuant to a registration form then in effect) or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 2.1 or Form S-3 (or an equivalent general registration form then in effect2.2), whether or not for sale for its own accountaccount (including, without limitation, pursuant to the Company shall exercise by any other Person of any registration rights granted by the Company), on a form and in a manner that would permit registration of Registrable Securities held by a Holder for sale to the public under the Securities Act, it will give prompt written notice to all the Holders promptly of its intention to do so to each 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 so, the identity of the Holders of record of Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the anticipated price range at which the Registrable SecuritiesSecurities are reasonably expected to be sold to the public). Upon the written request (the "Piggyback Request") of any such Holder, made Holder delivered to the Company within 10 45 calendar days following after 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 disposition thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration 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) all 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 that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: (bi) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities each Holder who made timely Piggyback Requests a request as hereinabove provided and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith, subject to Section 2.3(b)), without prejudice, however, to the rights rights, of Holders any Holder to request that such registration be effected as a registration under Section 2.1Sections 2.1 or 2.2, upon the terms and subject to the conditions set forth therein. (ii) If such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the case Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company. No registration effected under this Section 2.3 shall relieve the Company of a determination its obligation to delay effect registrations upon request under Sections 2.1 or 2.2, upon the terms and conditions set forth therein. (b) The Registration Expenses incurred in connection with up to three fully completed registrations of Registrable Securities requested pursuant to this Section 2.3 (and for each such registration discontinued or terminated pursuant to the provisions of its equity securities, shall be permitted to delay Section 2.3(a) or for which more than 50% of the registration of such Registrable Securities for which registration has been requested are not registered pursuant to the same period as provisions of Section 2.3(c)) shall be paid by the delay in registering such other equity securitiesCompany. (c) Any Holder If a registration pursuant to this Section 2.3 involves an Underwritten Offering and the Managing Underwriter advises the Company that, in its opinion, the number of Registrable Securities proposed to be included in such registration should be limited due to market conditions, then the Company may exclude Registrable Securities requested to be included pursuant to Section 2.3(a) pro rata, based on the respective numbers of Registrable Securities as to which registration has been so requested by each Holder. (d) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 2.3, the Company shall have the right to withdraw its Piggyback Request by giving written notice to select the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Managing Underwriter with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeoffering.

Piggyback Registrations. (a) If, at any timetime after the IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) 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 such Holder, made within 10 twenty (20) days following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on a Form S-3) (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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof, which may include a Partner Distribution) 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 pursuant to a Form 8-K. 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. (b) The Company, subject to Sections 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 shares of Common Equity or shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity 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, 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 Holder. (c) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), 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.

Piggyback Registrations. (a) IfOn or after the 18-month anniversary of the Closing Date, at any time, if the Company proposes or is required to register any of its equity securities Equity Securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (S-8, or an equivalent registration form then in effect) any successor or (ii) a Demand Registration under other forms promulgated for similar purposes, and other than demand registrations pursuant to Section 2.1) on a registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect4.2), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities of the Company shall same class of such Equity Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to the Designated Stockholder of its intention to do so to each and of the Holders of record of Registrable SecuritiesHolders’ rights under this Article IV. Upon the written request (of the "Piggyback Request") Designated Stockholder, on the behalf of any such Holderall of the Holders, made within 10 15 days following after the receipt of any such written notice but in no event later than two (2) Business Days prior to the effectiveness of the registration statement as indicated in such 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 thereofeach Holder), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration under the Securities Act (with the securities of all Registrable Securities which the Company at the time proposes has been so requested to register) to permit the sale or other disposition register by the Holders thereof; provided that (in accordance with the intended method of distribution thereofi) 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) Ifif, at any time after giving written notice of its intention to register any equity Equity Securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to the Designated Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1 involves an underwritten offering, any Holder requesting to be included in such registration may elect, in writing 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 all or to delay registration any part of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities securities in connection with such abandoned registration, without prejudice, however, . Nothing in this Section 4.1 shall limit the right of any Holder 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 request the registration of such the 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 Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier issuable upon conversion of the execution Subject Shares held by such Holder notwithstanding the fact that at the time of the underwriting agreement or request such Holder holds Preferred Stock and not Registrable Securities. The registration rights provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the execution demand of the custody agreement any Investor Stockholder in accordance with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeSection 4.2.

Piggyback Registrations. If at any time after 180 days from the date ----------------------- of this Agreement the Company proposes to file a registration statement covering proposed sales by it or any of its 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 (a) If, at any time, the Company proposes exercise of employee stock options or is required to register any of its equity securities under the Securities Act (other than pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (ib) the exercise of a registration statement convertible security, or (ii) under a Registration Statement filed on Form S-4 or S-8 (or an equivalent registration any similar form then in effect) under the Act or (iiiii) a Demand Registration under pursuant to Section 2.1) on a registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect2, below), whether or not for its own account, the Company shall will give prompt written notice to Holder of its intention such proposed registration (which notice shall describe the proposed filing date and the date by which the registration rights granted pursuant to do so to each of this Section 1 must be exercised, the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") nature and method of any such Holdersale or disposition of securities and shall include a listing of the jurisdictions, made if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such jurisdictions). At the request of Holder given within 10 thirty (30) calendar days following after the receipt of any such written notice by Holder (which request shall specify the maximum number of Registrable Securities intended shares Holder requests to be disposed of by included in such Holder and the intended method of distribution thereofregistration), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to cause all Registrable Securities covered shares as to which registration has been requested by Piggyback Requests Holder to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the included in such registration statement for sale or other disposition by the Holders (in accordance with the intended method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of distribution thereof) of the Registrable Securities capital stock being sold, and thereafter shall cause such registration statement 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 filed 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request by giving written notice to the Company of its request to withdrawbecome effective; provided, however, that the Company shall be permitted to (iA) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such request must decision to Holder shall be made in writing prior to the earlier relieved of the execution all of the underwriting agreement or the execution of the custody agreement its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and (ii) to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such withdrawal 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 irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in excluded pro rata based on the registration as to which such withdrawal was madetotal number of shares of capital stock being sold by all selling security holders (other than the Company).

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Upon the written request (the "Piggyback Request") of any such Holder, made within 10 five (5) 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Investor Holders on the same day and other Investor Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences), provided that the Investor Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. In the event an Investor Holder requests such an underwritten block trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any Holder who does not constitute an Investor Holder shall have no right to participate in such underwritten block trade. (b) IfThe Company, subject to Sections 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 shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including a block trade, 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 or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all institutional Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and or as otherwise required by the underwriters. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of the GSCP Parties.

Piggyback Registrations. (a) If, at any time, If the Company proposes to file a Registration Statement (other than a Shelf Registration) or is required a Prospectus supplement filed pursuant to register any of its equity securities a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or Registration under Section 2.01, (ii) a Demand Registration under Section 2.1) on pursuant to a registration statement Registration Statement on Form S-1 ▇-▇, ▇-▇ or Form S-3 F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or an equivalent general registration form then their plan of distribution, as would be required to be included in effecta Registration Statement covering the sale of the Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) a Registration in which the only Company Shares being registered are Company Shares issuable upon conversion of debt securities that are also being registered) (a “Company Public Sale”), whether or then, as soon as practicable, but in any event not for its own accountless than ten (10) Business Days prior to the proposed date of filing such Registration Statement, the Company shall give prompt written notice of its intention to do so such proposed filing to each of Holder, and such notice shall offer such Holders the Holders of record opportunity to Register under such Registration Statement such number of Registrable SecuritiesSecurities as each such Holder may request in writing (a “Piggyback Registration”). Upon Subject to Section 2.02(b) and Section 2.02(c), the written request Company shall use its commercially reasonable efforts to include in a Registration Statement with respect to a Company Public Sale all Registrable Securities that are requested to be included therein within five (the "Piggyback Request"5) of any such Holder, made within 10 days following Business Days after 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)notice; provided, the Company shallhowever, 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 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) Ifthat if, at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register Register or to delay registration Registration of such equity securitiesthe Company Public Sale, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and each such Holder and, thereupon, (ix) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such abandoned registrationRegistration, without prejudice, however, to the rights of Holders any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, 2.01 and (iiy) in the case of a determination to delay such registration of its equity securitiesRegistration, shall be permitted to delay the registration of such Registering any Registrable Securities for the same period as the delay in registering Registering such other equity securitiesCompany Shares in the Company Public Sale. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, the Company’s filing of a Shelf Registration Statement shall not be deemed to be a Company Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of Company Shares for its own account and/or for the account of any other Persons will be a Company Public Sale unless such offering qualifies for an exemption from the Company Public Sale definition in this Section 2.02(a). (cb) Any In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Piggyback Request Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement by giving written notice to the Company of its such Holder’s request to withdraw; providedwithdraw and, howeversubject 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 a Piggyback Registration informs the Company and each Holder in writing that, in its or their opinion, the number of securities of such class that such Holder and any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) such request must be made in writing prior to the earlier first, all securities of the execution of Company and any other Persons (other than the underwriting agreement or Company’s executive officers and directors) for whom the execution of Company is effecting the custody agreement with respect Registration, as the case may be, proposes to such registration and Sell, (ii) second, the number, if any, of Registrable Securities of such withdrawal shall class that, in the opinion of such managing underwriter or underwriters, can be irrevocable andSold without having such adverse effect, after making with such withdrawalnumber 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 of executive officers and directors of the Company for whom the Company 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 the Company and those holders may agree. (d) After a Holder shall no longer have any right has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the registration Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to which evaluate whether to include its Registrable Securities (or other Company Shares) in such withdrawal was madePiggyback 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 requirements of this Section 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall reasonably cooperate with the Company to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the 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 (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effecteffect 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 RegistrationsRegistrations under Section 2.1 hereof. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, 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 or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters. (e) Notwithstanding Section 2.2(a), if the SPC Investors wish to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such SPC Investors only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify the Significant Minority Investors on the same day and such Significant Minority Investors must elect whether or not to participate by the next Business Day (iii.e., one (1) Business Day prior to the day such withdrawal offering is to commence), and the Company shall be irrevocable andas expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, after however, that the SPC Investors requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such withdrawalrequest in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a SPC Investor requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any other Holder who does not constitute a Significant Minority Investor shall have no longer have any right to include Registrable Securities notice of or to participate in the registration as to which such withdrawal was madeUnderwritten Block Trade at any time.

Piggyback Registrations. (a) If, at any timetime (including an Initial Public Offering), the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or S-8 (or an equivalent any successor or similar forms thereto and other than pursuant to a registration form 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 effect9.1), 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 Company shall public under the Securities Act, it will give prompt written notice to Safeway and all the Stockholders who are holders of Registrable Securities promptly of its intention to do so to each so, describing such securities and specifying the form and manner of such proposed registration (including, without limitation whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the Holders of record of Registrable Securitiesmanaging underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting) if such disclosure is acceptable to the managing underwriter. Upon Subject to Section 9.3(h), upon the written request (the "Piggyback Request") of any such Holderholder of Registrable Securities (collectively, made the “Requesting Holders”) delivered to the Company within 10 ten (10) days following after 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 thereofholder), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its commercially reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration 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) all 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 that the Company is obligated has been so requested to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.register; provided, however, that: (bi) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all each of the Requesting Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders Safeway to request that a registration subsequently be effected under Section 2.1, and 9.1 hereof. (ii) in the case of a determination to delay If such registration involves an Underwritten Offering, all Requesting Holders must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, Safeway or the selling Stockholders participating therein. No registration effected under this Section 9.2 shall relieve the Company of its equity securities, obligation to effect registration upon Safeway’s request under Section 9.1. (b) The Company shall not be permitted obligated to delay effect any registration of Registrable Securities under this Section 9.2 incidental to the registration of such Registrable Securities for the same period as the delay any of its securities in registering such connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other equity securitiesemployee benefit plans. (c) Any Holder The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 9.2 shall have be paid by the right Company. (d) If a registration pursuant to withdraw its Piggyback Request by giving written notice to this Section 9.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of its request securities proposed to withdrawbe included in such registration should be limited due to market conditions, then the Company will promptly so notify each Requesting Holder and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders; provided, however, that if the managing underwriter requests that the Requesting Holders, other than Safeway, be excluded first, the Stockholders agree to comply with such request. (ie) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement In connection with any Underwritten Offering with respect to such which holders of Registrable Securities shall have requested registration pursuant to this 9.2, the Company shall have the right to select the managing underwriter with respect to the offering. (f) For purposes of Sections 9.1 and 9.2, “Registration Expenses” means any and all out-of-pocket expenses incident to the Company’s performance or compliance with Section 9 hereof, including, without limitation, all Commission, stock exchange or registration and filing fees, all fees and expenses of complying with securities and blue sky laws (ii) including reasonable fees and disbursements of underwriters’ counsel in connection with blue sky qualification and stock exchange filings), all fees and expenses of the transfer agent and registrar, if any, for the Registrable Securities, all printing expenses, the fees and disbursements of counsel for the Company and of its independent auditors, public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such withdrawal performance and compliance, and the reasonable fees and disbursements of one counsel retained by each of the Requesting Holders and Safeway, as applicable, but excluding underwriting discounts and commissions and applicable transfer and documentary stamp taxes, if any, which shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities borne by the seller of the securities in the registration as to which such withdrawal was madeall cases.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice of its intention to do so at least five Business Days prior to the filing of any registration statement under the Securities Act to each of the Holders of record of Registrable SecuritiesHolder. Upon the written request of any Holder (the "a “Piggyback Request") of any such Holder”), made within 10 five 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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, which such Holders 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) register to permit the sale or other disposition by the such 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) Error! Reference source not found. shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (b) The Company, subject to Sections 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 shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, 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 Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (c) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and registration. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution).

Piggyback Registrations. (a) If, at any timetime after the IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) 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 such Holder, made within 10 twenty (20) days following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on Form S-3) (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, which may include a Partner Distribution), the Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof, which may include a Partner Distribution) 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 pursuant to a Form 8-K. 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. (b) The Company, subject to Sections 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 shares of Common Equity or shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity 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, 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 Holder(s). (c) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), 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.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or applicable equivalent form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) or consolidation, (ii) a Demand Registration under Section 2.12.1 or (iii) in connection with an Initial Public Offering) 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 of the Holders Stockholders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such HolderStockholder, made within 10 20 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 Stockholder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its all commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Stockholders 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 Stockholders (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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders Stockholders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders Stockholders 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 Stockholder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. 8.2.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (a30) If, at days prior to the filing of any time, the Company proposes or is required to register any of its equity securities registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other than pursuant transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to (i) a include in such registration statement on Form S-4 all or S-8 (or an equivalent registration form then part of such Registrable Securities held by such Holder. Each Holder desiring to include in effect) or (ii) a Demand Registration under Section 2.1) on a any such registration statement on Form S-1 all or Form S-3 any part of the Registrable Securities held by it shall, within thirty (or an equivalent general registration form then in effect)30) days after the above-described notice from the Company, whether or not for its own account, so notify the Company in writing. Such notice shall give prompt written notice state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its intention Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to do so have the right to each 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 Holders of record of Registrable Securitiesterms and conditions set forth herein. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the "Piggyback Request") of any 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)Company, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Act all of the Registrable Securities Act (with that each such Holder has requested to be registered. 8.2.2 If the securities registration statement in respect of which the Company at gives notice under this Clause 8.2 is for an underwritten offering, the time proposes Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to register) be included in a registration pursuant to permit this Clause 8.2 shall be conditioned upon such Holder’s participation in such underwriting and the sale inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Clause 8.2.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or other disposition underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing 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, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling shareholder be included in accordance with such registration which would reduce the intended method number of distribution thereofshares which may be included by Holders without the written consent of Holders of at least twenty five percent (25%) of the Registrable Securities proposed to be so registeredsold in the offering. There is no limitation on If any Holder disapproves of the number terms of any such piggyback registrations pursuant underwriting, such Holder may elect to withdraw therefrom by written notice to the preceding sentence which Company and the Company is obligated to effect. No registration effected under this Section 2.2(aunderwriter, delivered at least ten (10) 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 and Business Days 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of statement. Any Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, excluded or withdrawn from such underwriting shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned excluded and withdrawn from the 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 8.2.3 The Company shall have the right to terminate or withdraw its Piggyback Request any registration initiated by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing it under this Clause 8.2 prior to the earlier effectiveness of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) whether or not any Holder has elected to include securities in such withdrawal registration. The expenses of such withdrawn registration shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities borne by the Company in the registration as to which such withdrawal was madeaccordance with Clause 8.4 hereof.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 F-4 or S-8 (Form F-8 or an equivalent registration any successor or similar form which is then in effect) effect or (ii) a Demand the Shelf Registration Statement under Section 2.1) on a registration statement on Form S-1 F-1 or Form S-3 (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 of the Holders Holder of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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(b2.3(b), 2.3 2.4 and 2.6 hereof2.8, use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a2.3(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.2, subject to the conditions for a Demand Registration set forth in Section 2.2(c). (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.3 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such . Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registrations on Form S-8 or any similar form(s) solely for registration statement of securities in connection with an employee benefit plan or dividend reinvestment plan, (ii) registrations on Form S-4 or S-8 (or an equivalent any similar form(s) solely for registration form then of securities in effect) connection with any business combination transaction, or (iiiii) 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 the Representative and each of the Holders of record of Registrable SecuritiesHolder. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days 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 shallCompany, subject to Sections 2.2(b), 2.3 and 2.6 hereof2.6, shall use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests the Representative and each Holder and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request 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 (i) such . Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If3.1 After the Registrable Shares have been listed for trading on the NYSE, if, at any timetime (other than in connection with a U.S. Initial Public Offering), the Company proposes or is required to register any of its equity Class B Shares or other securities under the Securities Act (other than pursuant to (i) a registrations on such form or similar form(s) solely for registration statement on Form S-4 of securities in connection with an employee benefit plan or S-8 (dividend reinvestment plan or an equivalent registration form then in effect) exchange offer, merger or consolidation, other business combination or recapitalization or (ii) a Demand Registration under Section 2.12) on a registration statement on Form S-1 S-1, ▇▇▇▇ ▇-▇ ▇▇ Form S-3 or Form S-3 F-1, Form F-2 or 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 of the Holders of record of Registrable SecuritiesPurchaser and all other Holders. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 20 days following the receipt delivery of any such written notice to the Purchaser and all other Holders (which request shall specify the maximum number of Registrable Securities Shares intended to be disposed of by such Holder and the intended method of distribution thereofHolder) (a "PIGGYBACK REQUEST"), the Company shall, subject to Sections 2.2(b)3.2, 2.3 5 and 2.6 8 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Shares to be registered (a "PIGGYBACK REGISTRATION") under the Securities Act (with the securities which the Company at the time proposes or is required to register) to permit the sale or other disposition by the Holders such Holder (in accordance with the intended method of distribution thereof) of the such Registrable Securities to be so registeredShares. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence Piggyback Registrations which the Company is obligated to effect. No registration effected under this Section 2.2(a) 3.1 shall relieve the Company of its obligations to effect a Demand RegistrationsRegistration. (b) 3.2 If, at any time after giving written notice of its intention to register any equity Class B Shares or other securities pursuant to Section 3.1 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 such equity securities, the Company may, at its election, give written notice of such determination to all the Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such abandoned registration, without prejudice, however, to the rights of the Holders under Section 2.12, 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 Shares for the same period as the delay in registering such other equity securities, and (iii) the applicable Holders shall be entitled to continue such registration as a Demand Registration pursuant to Section 2 following a decision by the Company not to register. (c) 3.3 Any Holder shall have the right to withdraw its Piggyback Request request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeirrevocable.

Piggyback Registrations. (a) If, NPDC shall notify Flegel at least 15 days prior to the filing of any time, the Company proposes or is required to register any of its equity securities registration st▇▇▇▇▇▇t under the Securities Act for a public offering of securities of NPDC (including, but not limited to, registration statements relating to secondary offerings of securities of NPDC, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other than pursuant transactions under Rule 145 of the Securities Act) and will afford Flegel an opportunity to include in such registration statement al▇ ▇▇ ▇art of the Registrable Securities held by Flegel; provided, that (x) no such notice shall be required, and t▇▇▇ ▇▇ction 2.2 shall not be applicable, at any time when a registration statement filed under Section 2.1 is effective. Such notice shall (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or offer Flegel the opportunity to register such number of Registrable Secu▇▇▇▇▇▇ as he may request and (ii) a Demand Registration under Section 2.1) on a describe such securities and specify the form and manner and other relevant facts involved in such proposed registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect)including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not for its own accountsuch registration will be in connection with an underwritten offering and, if so, the Company shall give prompt written notice of its intention to do so to each identity of the Holders managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of record of Registrable Securitiesunderwriting discount reasonably expected to be incurred in connection therewith). Upon the written request (the "Piggyback Request") of If Flegel desires to include in any such Holderregistration statement all o▇ ▇▇▇▇ of the Registrable Securities held by him, made he shall, within 10 15 days following the after receipt of any such written the above-described notice (which request from NPDC, so notify NPDC in writing. Such notice shall specify state the maximum number of Registrable Securities intended which Flegel requests to be disposed included in such registration and his intend▇▇ ▇▇▇hod of disposition of the Registrable Securities. If Flegel decides not to include all or any part of his Registrable S▇▇▇▇▇▇ies in any registration statement filed by such Holder and NPDC, he shall nevertheless continue to have the intended method of distribution thereof), the Company shall, subject right to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all include any Registrable Securities covered in any subsequent registration statement or registration statements as may be filed by Piggyback Requests to be registered under NPDC, all upon 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 terms and conditions set forth herein. In addition, inclusion of distribution thereof) any part of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations in a registration 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 Registrationsnot affect Flegel's rights under Section 2.1. (b) IfNotwithstanding the provis▇▇▇▇ ▇▇ Section 2.2(a), at any time after giving written NPDC shall not be required to give Flegel notice of its intention intent to register file any equity securities and registration statement of ▇▇▇ ▇▇pe described in Section 2.2(a) which is filed prior to the effective date expiration of the registration statement filed Lock-Up Period (a "Lock-up Period Registration Statement"), and Flegel shall not have the right to include any of his Registrable ▇▇▇▇▇▇ties in connection with such registrationany Lock-Up Period Registration Statement, the Company shall determine for any reason provided that if a Lock-Up Period Registration Statement is not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, declared effective prior to the rights expiration of Holders under Section 2.1the Lock-Up Period, and (ii) NPDC shall give Flegel a reasonable opportunity to include any of his Registrable ▇▇▇▇▇▇ties 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 securitiesLock-Up Period Registration Statement. (c) Any Holder shall have If the registration statement under which NPDC gives notice under this Section 2.2 is for an underwritten offering, Flegel's right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.a

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration any successor or similar form which is then in effect) 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 of the Holders Holder of record of Registrable SecuritiesSecurities (which shall in no event include a Holder pursuant to clause (iii) of the definition thereof). Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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 shallCompany, subject to Sections 2.2(b), 2.3 and 2.6 hereof2.7, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be registered under included in the Securities Act (registration statement with the securities which that the Company at the time proposes to register) register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof) 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to all Holders each Holder of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, 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 Piggyback Request 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 (i) such . Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required determines to register file with the Commission a registration statement covering any of its equity securities under to be issued or sold by the Securities Act Company (other than pursuant to (i) in connection with an employee benefit plan or a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effectlitigation settlement) 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 accountany shareholders of the Company, the Company shall give prompt written notice (at least sixty (60) days prior to the filing of its intention to do so to such proposed Registration Statement) notify each Shareholder in writing of the Holders proposed Registration Statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under state securities laws). If one or more of record the Shareholders requests the Company in writing, within thirty (30) days of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of such notification from the Company, to include in such Registration Statement any of such Shareholder's Shares, then, subject to the remaining provisions hereof, the Company will use its best efforts to include those Shares in the Registration Statement and to have the Registration Statement declared effective (any such written notice (which registration being referred to as a "Piggyback Registration"). Each such request by a Shareholder shall specify the maximum number of Registrable Securities Shares intended to be disposed of offered and sold by such Holder and Shareholder, shall express such Shareholder's present intent to offer such Shares for distribution, shall describe the intended nature or method of distribution thereof), the Company shall, subject proposed offer and sale thereof and shall contain the undertaking of such Shareholder to Sections 2.2(b), 2.3 provide all such information and 2.6 hereof, use its reasonable best efforts to cause materials and take all Registrable Securities covered by Piggyback Requests to such action as may be registered under the Securities Act (with the securities which the Company at the time proposes to register) requested in order to permit the sale or other disposition by Company to comply with all applicable requirements of the Holders (in accordance Commission and to obtain acceleration of the effective date of such Registration Statement. The Company, at its sole option, may elect not to proceed with the intended method of distribution thereof) of Registration Statement which is the Registrable Securities to be so registered. There is no limitation on the number subject 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 Registrationsnotice. (b) If, at any time after giving written notice The Company shall use its best efforts to maintain the effectiveness of a Registration Statement filed pursuant to Section 2 or this Section 3 for a period of ninety (90) days from its intention effective date and to register any equity securities and prior cause the Registration Statement to remain current (including the filing of necessary supplements or post-effective amendments) during the period commencing on the initial effective date of such Registration Statement and ending on the registration statement filed in connection with date on which such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Registration Statement shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdrawremained effective for ninety (90) days; provided, however, that such ninety (i90) day period shall be extended for a period of time equal to the period the Shareholder shall refrain from selling any Shares included in such Registration Statement at the request must of an underwriter of Shares (other than an underwriter chosen by such Shareholder) or pursuant to the terms of Section 3(f) hereof. (c) Whenever the Company is required pursuant to Sections 2 and 3(a) to register Shares under the Securities Act, the Company will furnish to each participating Shareholder such number of copies of any prospectus (including any preliminary or summary prospectus) and any amendment or supplement to the prospectus and such other documents as such Shareholder may reasonably request in order to effect the offering and sale of the Shares to be offered and sold by such Shareholder, but only while the Company is required under the provisions hereof to cause the Registration Statement to remain current. (d) The Company's obligations to effect registration of Shares for Shareholders pursuant to Sections 2 or 3 shall include such qualification under applicable blue sky or other state securities laws as may be necessary to enable the Shareholders on whose behalf such registration is to be effected to offer and sell the Shares which are the subject matter of their requests; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to qualify as a broker dealer or to file any general consent to service of process. (e) In the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into a customary underwriting agreement with a managing underwriter or underwriters. (f) The Company and the Shareholder whose shares are being registered shall enter into a customary indemnification agreement in writing prior form satisfactory to each. (g) If the Company has delivered preliminary or final prospectuses to the earlier selling shareholders and after having done so the prospectus is amended to comply with the requirements of the execution Securities Act, the Company shall promptly notify the selling shareholders and, if requested, the selling shareholders shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the selling shareholders with revised prospectuses and, following receipt of the underwriting agreement or revised prospectuses, the execution selling shareholders shall be free to resume making offers of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeSecurities.

Piggyback Registrations. (a) IfAt any time after the end of the Lock-up Period and prior to the earlier to occur of the 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 UpstreamCo’s then-issued and outstanding UpstreamCo Shares (or, at any timeif the Registrable Securities include securities other than UpstreamCo Shares, less than 1% of UpstreamCo’s then-issued and outstanding securities of the Company same class as the securities included in the Registrable Securities), if UpstreamCo proposes to file a Registration Statement (other than a Shelf Registration) or is required a Prospectus supplement filed pursuant to register any of its equity securities a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than pursuant to (i) a registration statement on Form S-4 Registration or S-8 (or an equivalent registration form then in effect) or Takedown Prospectus Supplement under Section 2.01, (ii) a Demand Registration under Section 2.1) on pursuant to a registration statement Registration Statement on Form S-1 S-8 or Form S-3 S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only UpstreamCo Shares being registered are UpstreamCo Shares issuable upon conversion of debt securities that are also being registered) (an equivalent general registration form then in effect“UpstreamCo Public Sale”), whether or then, as soon as practicable, but in any event not for its own accountless than 15 days prior to the proposed date of filing such Registration Statement, the Company UpstreamCo shall give prompt written notice of its intention to do so such proposed filing to each of Holder, and such notice shall offer such Holders the Holders of record opportunity to Register under such Registration Statement such number of Registrable SecuritiesSecurities as each such Holder may request in writing (a “Piggyback Registration”). Upon the written request (the "Piggyback Request"Subject to Section 2.02(b) of any such Holderand Section 2.02(c), made UpstreamCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to an UpstreamCo Public Sale all Registrable Securities that are requested to be included therein within 10 five business days following after 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)notice; provided, the Company shallhowever, 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 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) Ifthat if, at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company UpstreamCo shall determine for any reason not to register Register or to delay registration Registration of such equity securitiesthe UpstreamCo Public Sale, the Company UpstreamCo may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and each such Holder and, thereupon, (ix) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such abandoned registrationRegistration, without prejudice, however, to the rights of Holders any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, 2.01 and (iiy) in the case of a determination to delay such registration of its equity securitiesRegistration, shall be permitted to delay the registration of such Registering any Registrable Securities for the same period as the delay in registering Registering such other equity securitiesUpstreamCo Shares in the UpstreamCo Public Sale. No Registration effected under this Section 2.02 shall relieve UpstreamCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, UpstreamCo’s filing of a Shelf Registration Statement shall not be deemed to be a an UpstreamCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of UpstreamCo Shares for its own account and/or for the account of any other Persons will be an UpstreamCo Public Sale, unless such offering qualifies for an exemption from the UpstreamCo Public Sale definition in this Section 2.02(a). (cb) Any In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Piggyback Request 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 the Company UpstreamCo of its such Holder’s request to withdraw; providedwithdraw and, howeversubject 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 a Piggyback Registration informs UpstreamCo and each Holder in writing that, in its or their opinion, the number of securities of such class that such Holder and any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) such request must be made in writing prior first, all securities of UpstreamCo and any other Persons (other than UpstreamCo’s executive officers and directors) for whom UpstreamCo is effecting the Registration, as the case may be, proposes to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and Sell, (ii) second, the number, if any, of Registrable Securities of such withdrawal shall class that, in the opinion of such managing underwriter or underwriters, can be irrevocable andSold without having such adverse effect, after making with such withdrawalnumber 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 of executive officers and directors of UpstreamCo for whom UpstreamCo 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 UpstreamCo and those holders may agree. (d) After a Holder shall no longer have any right has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the registration Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to which evaluate whether to include its Registrable Securities (or other UpstreamCo Shares) in such withdrawal was madePiggyback 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 requirements of this Section 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall cooperate with UpstreamCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effecteach as promulgated under the Securities Act) or (ii) a Demand Registration under Section 2.1their 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 stock option or other employee benefit plans) on a registration statement on Form S-1 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 such Holder, made within 10 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 Plan of distribution Distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the holders of which have so requested the registration thereof, to be registered under included in the Securities Act (registration statement with the securities which the Company at the time proposes to register) register to permit the sale or other disposition by the Holders (in accordance with the intended method Plan of distribution 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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement agreement, if applicable, with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was maderegistration.

Piggyback Registrations. On and after the Conversion Date (a) Ifas defined in the Company's Amended and Restated Declaration of Trust), so long as the Investor and its Affiliates hold at any timeleast 25% of the Registrable Shares, if the Company proposes or is required to register any of its common equity securities or any securities convertible into its common equity securities under the Securities Act (other than pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or S-8 any successor form, or (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or an equivalent dividend reinvestment plan) and the registration form then in effect) or (ii) a Demand Registration under Section 2.1) on a to be used may be used for the 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 accountof Registrable Shares, the Company shall will give prompt written notice to all holders of Registrable Shares of its intention to do so to effect such a registration (each of the Holders of record of Registrable Securities. Upon the written request (the a "Piggyback RequestNotice") of any such Holderand, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended subject to be disposed of by such Holder and the intended method of distribution thereof)subparagraph 3(c) below, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause will include in such registration all Registrable Securities covered by Piggyback Requests Shares with respect to be registered under the Securities Act (with the securities which the Company at has received written requests for inclusion therein within ten days after 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. 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 and prior to the effective date of sending the registration statement filed in connection with such registrationPiggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration is not an underwritten offering, the Company shall determine for any reason not to register in its reasonable judgement determines that, or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registeran underwritten Piggyback Registration, shall be relieved the managing underwriters advise the Company in writing that in their opinion, the inclusion of its obligation to register any Registrable Securities in connection Shares would adversely interfere with such abandoned registrationoffering, without prejudice, however, to affect the rights of Holders under Section 2.1, and (ii) Company's securities in the case public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of a determination the Company to delay withdraw any such registration of in 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 securitiessole discretion. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or S-8 (or an equivalent registration form then in effect) or (ii) a Demand Registration under Section 2.1) on a registration statement on S-4, Form S-1 F-4, or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the 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 (the "Piggyback Request") of any such Holder, made within 10 two (2) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.3 and 2.6 hereof, use its commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effecteffect 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 RegistrationsRegistrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. (b) IfOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration and or as otherwise required by the underwriters (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeunderwriting agreement or custody agreement, as applicable, shall govern).

Piggyback Registrations. (a) IfSo long as the Investor and its Affiliates hold at least 25% of the Registrable Shares, at any time, if the Company proposes or is required to register any of its common equity securities or any securities convertible into its common equity securities under the Securities Act (other than pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or S-8 any successor form, or (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or an equivalent dividend reinvestment plan) and the registration form then in effect) or (ii) a Demand Registration under Section 2.1) on a to be used may be used for the 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 accountof Registrable Shares, the Company shall will give prompt written notice to all holders of Registrable Shares of its intention to do so to effect such a registration (each of the Holders of record of Registrable Securities. Upon the written request (the a "Piggyback RequestPIGGYBACK NOTICE") of any such Holderand, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended subject to be disposed of by such Holder and the intended method of distribution thereof)subparagraph 3(c) below, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause will include in such registration all Registrable Securities covered by Piggyback Requests Shares with respect to be registered under the Securities Act (with the securities which the Company at has received written requests for inclusion therein within ten days after the time proposes to register) to permit date of sending the sale Piggyback Notice (a "PIGGYBACK REGISTRATION"), unless, if the Piggyback Registration is not an underwritten offering, the Company in its reasonable judgement determines that, or other disposition by in the Holders (case of an underwritten Piggyback Registration, the managing underwriters advise the Company in accordance writing that in their opinion, the inclusion of Registrable Shares would adversely interfere with such offering, affect the intended method of distribution thereof) Company's securities in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Registrable Securities Company to be so registered. There is no limitation on the number of withdraw any 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 in its obligations to effect Demand Registrationssole discretion. (b) IfIf a Piggyback Registration is a primary registration on behalf of the Company and, at any time after giving written notice if the Piggyback Registration is not an underwritten offering, the Company in its reasonable judgement determines that, or in the case of its intention an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to register any equity securities and prior be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the effective date Company, the Company will include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Shares requested to be included in such Registration and any other securities requested to be included in such registration, pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Shares requested for inclusion in such registration statement filed by each such holder. (c) If a Piggyback Registration is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration is not an underwritten offering, the Company determines that, or in connection with the case of an underwritten Piggyback Registration, 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 initially requesting such registration, the Company shall determine will include in such registration the securities requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Shares requested for any reason not to register or to delay inclusion in such registration by each such holder. (d) In the case of such equity securitiesan underwritten Piggyback Registration, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 will have the right to withdraw its Piggyback Request select the investment banker(s) and manager(s) to administer the offering. If requested by giving written notice the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that type. The Holders shall be a party to such underwriting agreement and may, at their option, require that any or all of the conditions precedent to the Company obligations of its request to withdraw; provided, however, that (i) such request must underwriters under such underwriting agreement be made in writing prior conditions precedent to the earlier obligations of Holders. The Holders shall not be required to make any representations or warranties to or agreement with the execution of the underwriting agreement Company or the execution underwriters other than representations, warranties or agreements regarding the Holders and the Holders' intended method of the custody agreement with respect to such registration distribution and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeother representation or warranties required by law.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Upon the written request (the "Piggyback Request") of any such Holder, made within 10 five (5) 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. (b) IfThe Company, subject to Sections 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 shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, 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 or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all institutional Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and or as otherwise required by the underwriters. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including any request to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of the Onex Stockholders.

Piggyback Registrations. (a) If, at any timetime after the Registration Rights Trigger Date, the Company Stratos proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) consolidation or (ii) ) a Demand Registration under Section 2.1) on a registration statement on Form S-1 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 Stratos 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 such Holder, made within 10 twenty (20) 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 Stratos shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company that Stratos 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. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company that Stratos is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company Stratos of its obligations to effect Demand Registrations. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine Stratos determines for any reason not to register or to delay registration of such equity securities, the Company Stratos may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 its equity securities. (c) Any Holder shall have the right to withdraw its Piggyback Request request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company Stratos of its request to withdraw; providedPROVIDED, howeverHOWEVER, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfPrior to the termination of this Agreement as provided in Section 3.01, at any time, the Company if CS&L proposes to file a Registration Statement (other than a Shelf Registration) or is required a Prospectus supplement filed pursuant to register any of its equity securities a Shelf Registration Statement under the Securities Act with respect to any offering of Common Stock for its own account and/or for the account of any Person (other than pursuant to (i) a registration statement Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or on Form S-4 or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or an equivalent registration form then similar plan, (iv) for the sole purpose of offering securities to another entity or its security holders in effect) connection with the acquisition of assets or securities of such entity or any similar transaction or (iiv) a Demand Registration under Section 2.1in which the only Common Stock being registered is Common Stock issuable upon conversion of other securities that are also being registered) on (each, a registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect“CS&L Public Sale”), whether or then, as soon as practicable, but in any event not for its own accountless than 15 days prior to the proposed date of filing such Registration Statement, the Company CS&L shall give prompt written notice of its intention to do so such proposed filing to each Holder who owns at least 1% of CS&L’s then-issued and outstanding Common Stock, and such notice shall offer such Holders the Holders of record opportunity to Register under such Registration Statement or offer under such Prospectus supplement such number of Registrable SecuritiesSecurities as each such Holder may request in writing (each, a “Piggyback Registration”). Upon the written request (the "Piggyback Request"Subject to Section 2.02(b) of any such Holderand Section 2.02(c), made CS&L shall use its commercially reasonable efforts to include in a Registration Statement or offer under a Prospectus supplement with respect to a CS&L Public Sale all Registrable Securities that are requested to be included therein within 10 days following five Business Days after 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)notice; provided, the Company shallhowever, 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 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, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company CS&L shall determine for any reason not to register Register or to delay registration Registration of such equity securitiesthe CS&L Public Sale, the Company CS&L may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and each such Holder and, thereupon, (ix) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such abandoned registrationRegistration, without prejudice, however, to the rights of Holders any Holder to request that such Registration be effected as a Demand under Section 2.1, 2.01 and (iiy) in the case of a determination to delay such registration of its equity securitiesRegistration, shall be permitted to delay the registration of such Registering any Registrable Securities for the same period as the delay in registering Registering such other equity securitiesshares of Common Stock in the CS&L Public Sale. No Registration effected under this Section 2.02 shall relieve CS&L of its obligation to effect any Demand under Section 2.01. (cb) Any In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Piggyback Request 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 the Company CS&L of its such Holder’s request to withdraw; providedwithdraw and, howeversubject 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 a Piggyback Registration informs CS&L and each Holder in writing that, in its or their opinion, the number of securities of such class that such Holder and any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) such request must be made in writing prior first, all securities of CS&L and any other Persons (other than CS&L’s executive officers and directors) for whom CS&L is effecting the Registration, as the case may be, proposes to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and Sell, (ii) second, (A) to the extent holders of securities are exercising “piggyback” registration rights under the PEG Registration Rights Agreement or the Windstream Registration Rights Agreement, securities to be sold by such withdrawal shall holders, and (B) securities of executive officers and directors of CS&L for whom CS&L is effecting the Registration, in each case in the order set forth in, and allocated in accordance with, the PEG Registration Rights Agreement and the Windstream Registration Rights Agreement, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be irrevocable 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 and any other Holder who has similar “piggyback registration” rights, and (iv) fourth, after making any other securities eligible for inclusion in such withdrawalRegistration, allocated among the holders of such securities in such proportion as CS&L and those holders may agree. (d) After a Holder shall no longer have any right has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the registration Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to which evaluate whether to include its Registrable Securities (or other shares of Common Stock) in such withdrawal was madePiggyback Registration, (iii) shall not trade while aware of such Offering Confidential Information if such information shall constitute material non-public information unless and until such information shall become public or shall cease to be material and (iv) 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 requirements of this Section 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall cooperate with CS&L to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registrations. (a) If, at any time, Whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (ithe demand by holders of securities of the Company pursuant to the right to make such demand for the registration of the securities of the Company) a registration statement on Form S-4 or S-8 (or an equivalent and the registration form then in effect) or to be used may be used for the registration of the Common Stock of the Company (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"Piggyback Registration"), whether or not for its own account, the Company shall give prompt written notice to the holders of the Shares 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 effect 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 shalla registration and, subject to Sections 2.2(b)9(c) and 9(d) below, 2.3 shall include in such registration all of the Shares with respect to which the Company has received written requests for inclusion therein within 20 days after receipt of the Company's notice. (b) The Registration Expenses (as hereafter defined) of the holders of the Shares shall be paid by the Company in all Piggyback Registrations. (c) If a Piggyback Registration is an underwritten registration on behalf of the Company, and 2.6 hereof, use its reasonable best efforts to cause the managing underwriters advise the Company in writing that in their opinion all Registrable Securities covered by Piggyback Requests or a number of the securities requested to be registered 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 Company, the Company shall 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 of securities, other than the Shares, pursuant to agreements executed by the Company and such holders prior to the execution of this agreement which provide therein for piggyback registration rights, and (iii) third, other securities requested and permitted to be included in such registration, including the Shares. (d) Notwithstanding anything contained in this Warrant to the contrary, if any holder of the Shares does not elect to include any Shares in a Piggyback Registration, such holder of the Shares shall not be entitled to include any of the Shares in any registration hereunder for six months after the effective date of such Piggyback Registration. (e) Each holder of the Shares agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the seven days prior to and (i) the 90-day period beginning on the effective date of any underwritten Piggyback Registration in which any of the Shares are included (except as part of such underwritten registration) and (ii) the seven days prior to and the 120-day period beginning on the effective date of the first firm underwritten public offering of Common Stock of the Company 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. There is no limitation on the number except as part of such piggyback registrations pursuant to underwritten registration), unless the preceding sentence which underwriters managing 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 Registrationsregistered public offering otherwise agree. (bf) IfThe Company agrees to indemnify, at any time after giving written notice of its intention to register any equity securities and prior to the effective date extent permitted by law, each holder of the Shares, its partners, officers and directors and each Person (as hereafter defined) who controls such holder (within the meaning of the Securities Act), with respect to any registration which pursuant to this Agreement includes any of the Shares, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement there to or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement filed in or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with such registrationan underwritten offering, the Company shall determine for indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of the Shares. (g) In connection with any reason not registration statement in which any of the Shares are pursuant to register or to delay registration this Warrant included, each holder of such equity securities, Shares shall furnish to the Company mayin writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, at to the extent permitted by law, shall indemnify the Company, its electiondirectors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, give written notice claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such determination untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided that the obligation to all Holders of record of Registrable Securities who made timely Piggyback Requests and indemnify shall be individual to each such holder. (h) My Person entitled to indemnification hereunder shall (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 abandoned registration, without prejudice, however, give prompt written notice to the rights indemnifying party of Holders under Section 2.1, any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. if such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). M indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the case reasonably judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (i) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in this Section 9 in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a determination material fact or the omission or alleged omission to delay state a material fact relates to information supplied by the indemnifying party or parties on the one hand or the indemnified party on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such registration untrue statement or omission. The amount paid by an indemnified party as a result of its equity securitiesthe losses, claims, damages or liabilities referred to in the first sentence of this Section 9(i) shall be permitted deemed to delay include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the registration subject of this Section 9(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such Registrable Securities fraudulent misrepresentation. (j) The indemnification provided for under this Warrant shall remain in full force and effect regardless of any investigation made by or on behalf of the same period as indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the delay in registering such other equity transfer of securities. (ck) Any Holder shall have No holder of the right Shares may participate in any registration pursuant to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that this Agreement which is underwritten unless such holder (i) agrees to sell such request must be made holder's securities on the basis provided in writing prior any underwriting arrangements approved by the holder or holders entitled hereunder to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to approve such registration arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such withdrawal underwriting arrangements; provided that no holder of the Shares included in any underwritten registration shall be irrevocable andrequired to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution. (l) For the purposes of this Section 9 "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 9 of this Warrant, after making such withdrawalincluding without limitation all registration and filing fees, a Holder shall no longer have any right to include Registrable Securities in fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the registration as to which such withdrawal was madeCompany and all independent certified public accountants, underwriters (but excluding discounts and commissions) and other Persons retained by the Company.

Piggyback Registrations. (a) If, at any time, If the Company proposes to register, or is required caused to register pursuant to a Demand Registration, any of its equity securities Company Common Stock under the Securities Act for sale for cash (other otherwise than in connection with the registration of Common Stock issuable pursuant to (ian employee or director stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) a registration statement on Form S-4 or S-8 (or an equivalent registration form 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 effectthe Securities Act), whether or not for its own account, the Company shall give prompt written the Investor Representative and the Family Representative notice of its intention such proposed registration at least 15 days prior to do so to each the filing of the Holders of record of Registrable Securitiesa registration statement. Upon At the written request of the Investor Representative or the Family Representative (the "Piggyback RequestPiggybacking Party") of any such Holder, made delivered to the Company within 10 days following after the receipt of any such written the notice (from the Company, which request shall specify state the maximum number of Registrable Securities intended Shares ("Piggyback Shares") that the Investors or Family Shareholders, respectively, wish to sell or distribute publicly under the registration statement proposed to be disposed of filed by such Holder and the intended method of distribution thereof)Company, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered register under the Securities Act such Piggyback Shares, and to cause such registration (with a "Piggyback Registration") to become and remain effective as provided in Section 6.11. Notwithstanding the securities which foregoing, a Demanding Party may not also be a Piggybacking Party and in the event the managing underwriters of an offering advise 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. There is no limitation on writing that in their opinion the number of such piggyback registrations shares requested to be included in the registration exceeds the number which can be sold in the offering, the relative priority of the shares to be sold shall be governed by Section 6.3(c). In a Piggyback Registration pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) 6.3 (other than a Piggyback Registration on a Demand Registration), the managing underwriters shall relieve be selected by the Company of its obligations to effect Demand RegistrationsCompany. (b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date If a Piggyback Registration is an underwritten primary registration on behalf of the Company (including any underwritten primary registration statement filed resulting from a Demand preempted by the Company pursuant to Section 6.2), and the managing underwriters thereof advise the Company in connection with such registrationwriting that in their opinion the number of shares of Company Common Stock requested to be included in the registration exceeds the number which can be sold in the offering, the Company shall determine for any reason not to register or to delay include in the registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in first, the case shares of a determination not Company Common Stock the Company proposes to register, 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, sell and (ii) in second, the case of a determination Piggyback Shares that the Investors and/or the Family Shareholders propose to delay sell, divided, if necessary, pro rata among the selling Shareholders based on the total shares proposed to be sold by the selling Shareholders at the time notice is given to the Company by such registration of its equity securities, managing underwriters. Any Piggybacking Party shall be permitted to delay given prompt notice by the registration Company of any such Registrable Securities for the same period as the delay in registering such other equity securitiescutback. (c) Any Holder If a Piggyback Registration is an underwritten secondary registration on behalf of a Demanding Party and the managing underwriters thereof advise the Company in writing that in their opinion the number of shares of Company Common Stock requested to be included in the registration exceeds the number which can be sold in the offering, the Company shall have include in the right registration the Demand Shares and the Piggyback Shares proposed to withdraw its Piggyback Request be sold, divided, if necessary, pro rata among the selling Shareholders based on the total shares proposed to be sold by giving written the selling Shareholders. The Demanding Party and the Piggybacking Party shall be given prompt notice to by the Company of its request any such cutback. Subject to withdraw; providedSection 6.2, howeverin the event the Company desires to participate in such a registration of Company Common Stock, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal Company shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as (A) first, the Demand Shares and Piggyback Shares and (B) second, the shares of Company Common Stock that the Company proposes to which such withdrawal was madesell.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required to register any of its equity securities (which for the avoidance of doubt includes ADRs for all purposes of this Agreement) for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or S-8 F-4 (or an equivalent registration form then in effectForm S-4) or Form S-8 or any similar successor forms thereto) (ii) including pursuant to 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 effectRequest by any Holder), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request (through the "Piggyback Request") of any such applicable Primary Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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 thereofapplicable Participating Holder), the Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effecteffect 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 RegistrationsRegistrations under Section 2.1 hereof. (b) IfOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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 Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration and registration. (iid) such withdrawal This Section 2.2 shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right subject in all respects to include Registrable Securities in the registration as to which such withdrawal was madeterms of the Orderly Marketing Agreement.

Piggyback Registrations. (a) If, If at any time, time the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration statement Demand Registration in accordance with Section 2.1 hereof or registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice at least thirty (30) days prior to the filing of any registration statement under the Securities Act (and in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) 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 such Holder, made within 10 twenty (20) 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(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to a Form 8-K. 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 of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person (including any Demand Registration pursuant to Section 2.1 hereof), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, 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 Holders of a majority of the Registrable Securities in connection with any underwritten offering being effected pursuant to such registration. (bc) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case ease 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), 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 to effect such Partner Distribution).

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) a registration statement registrations on Form S-4 or Form S-8 (or an equivalent registration form 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 effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice to any Holders of record of Registrable Securities (other than the Demand Parties) 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 (the "Piggyback Request") of any such Holder, made within 10 five (5) days following the receipt of any such written notice Piggyback 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(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests 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) 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 pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Demand Parties of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Demand Parties and, if applicable, any Starr Member Transferees must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as three (3) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any Holder who does not constitute a Demand Party shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable; provided, however, that, for so long as Starr shall constitute a Demand Party hereunder, in the event that Starr shall have effected a Partner Distribution to Starr Member Transferees, the Company shall use its reasonable best efforts to facilitate the inclusion of Registrable Securities held by Qualifying Starr Member Transferees in such a Company Underwritten Block Trade or Underwritten Block Trade, as applicable, to the extent that the inclusion of such Registrable Securities does not, in the reasonable judgment of the Company (in the case of a Company Underwritten Block Trade) or the Demand Party requesting the Underwritten Block Trade (in the case of an Underwritten Block Trade), impair the execution of such Company Underwritten Block Trade or Underwritten Block Trade, as applicable, it being understood that any notice provided to Starr Member Transferees shall be the sole responsibility of Starr, in its discretion. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock 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, however, that, with respect to any underwritten offering, including a block trade, 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 or the Majority Participating Holders in such underwritten offering. (c) If, at any time after giving written notice of its intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a demand registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all institutional Holders of record of Registrable Securities who made timely Piggyback Requests and (ix) in the case of a determination not to register, 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 (iiy) 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. (cd) Any Holder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and or as otherwise required by the underwriters. (iie) such withdrawal shall be irrevocable andNotwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO unless the AEA Investors have agreed to participate in the IPO.

Piggyback Registrations. (a) If, at any time, If the Company proposes or is required shall determine to register any of its equity securities under the Securities Act (Act, either for its own account or the account of a security holder or holders exercising their registration rights, other than pursuant to (i1) Section 1.3 below; (2) a registration statement relating solely to employee benefit, stock option or purchase plans, or a transaction pursuant to Rule 145 promulgated under the Securities Act; or (3) an offering on Form S-4 or S-8 (or an equivalent any registration form then which does not permit secondary sales or does not include substantially the same information as would be required to be included in effecta registration statement covering the sale of Registrable Securities, the Company will: (i) promptly give to (x) each Holder, (y) each member of Key Management, and (z) each Common Shareholder, written notice thereof (which shall include the number of shares the Company or other security holder proposes to register and, if known, the name of the proposed underwriter); and (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 of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any 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 include in such registration statement 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 other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registeredand Common Stock specified in a written request or requests, made by the Holders, Key Management and Common Shareholders within twenty (20) days after receipt of the written notice from the Company described in clause (i) above. There is no If the underwriter advises the Company that marketing considerations require a limitation on the number of such piggyback registrations shares offered pursuant to any registration statement, such limitation shall be imposed in the preceding sentence which following order: (x) first, the shares of the Company is obligated sought to effect. No registration effected under this Section 2.2(a) shall relieve be included therein by the Company of its obligations shall be included to effect Demand Registrationsthe extent allowed by the underwriter, (y) second, the shares sought to be included therein by the Common Shareholders shall be cut back pro rata, in proportion to the shares sought to be included therein by each, and (z) third, the shares sought to be included therein by the Holders and Key Management shall be cut back pro rata, in proportion to the shares sought to be included therein by each. (b) IfIf any Holder, at any time after giving member of Key Management or any Common Shareholder disapproves of the terms of any Company underwriting in which his or its shares are to be included under this Section 1.2, he or it may elect to withdraw therefrom by written notice of its intention to register any equity securities the Company and the underwriter delivered at least seven days 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 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 securitiesstatement. (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or applicable equivalent form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) or consolidation, (ii) a Demand Registration under Section 2.12.1 or (iii) in connection with an Initial Public Offering) on a registration statement on Form S-1 N-2, S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ct), 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 Stockholders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such HolderStockholder, made within 10 20 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 Stockholder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its all commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Stockholders 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 Stockholders (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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders Stockholders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders Stockholders 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 Stockholder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or applicable equivalent form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration statement on Form S-4 merger or S-8 (or an equivalent registration form then in effect) or consolidation, (ii) a Demand Registration under Section 2.12.1 or (iii) in connection with an Initial Public Offering) on a registration statement on Form S-1 N-2, S-1, Form S-2 or Form S-3 (or an equivalent general ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇l 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 Stockholders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such HolderStockholder, made within 10 20 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 Stockholder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its all commercially reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Stockholders 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 Stockholders (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 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 such equity securities, the Company may, at its election, give written notice of such determination to all Holders Stockholders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, to the rights of Holders Stockholders 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 Stockholder shall have the right to withdraw its Piggyback Request 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 (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfWithout limiting any obligation of the Company, at any time, if the Company proposes shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or is required to register the account of others under the Securities Act of any of its equity or equity-linked securities under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effecteach as promulgated under the Securities Act) or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 their then equivalents relating to equity or Form S-3 equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or an equivalent general registration form then a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in effectconnection with the Company’s stock option or other employee benefit plans), whether or not for its own accounta dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each 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 Holder shall so request in writing, the Company shall give prompt written notice include in such registration statement or offering statement all or any part 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 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 that such Holder requests to be disposed of by such Holder and the intended method of distribution thereofregistered (a “Piggyback Registration”), the . The Company shall, subject in good faith, cause such Registrable Securities to Sections 2.2(b), 2.3 be included in such Piggyback Registration and 2.6 hereof, shall use its reasonable best efforts to cause all the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities covered requested by Piggyback Requests the Holders pursuant to this Section 2(e) to be registered under included in a Piggyback Registration on the Securities Act (with the same terms and conditions as any similar securities which of the Company at the time proposes to register) included in such registration and to permit the sale or other disposition by the Holders (of such Registrable Securities in accordance with the intended method method(s) of distribution thereof) of the . All such Holders proposing to distribute their 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 through an Underwritten Offering under this Section 2.2(a2(e) shall relieve enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of its obligations to effect Demand Registrations. (b) If, a Piggyback Registration at any time after giving written notice in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its intention to register any equity Common Stock or securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at that are convertible into its election, give written notice of such determination to all Holders of record of Registrable Securities who made timely Piggyback Requests and (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 abandoned registration, without prejudice, however, Common Stock that are senior to the rights of the Holders under set forth in this 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 securities2(e). (c) Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Company proposes (whether on its own behalf or is required for any Holder) to register any of its equity securities Equity Securities (other than pursuant to an Excluded Registration) under the Securities Act (other than pursuant to whether for itself or otherwise in connection with a sale of securities by another Person (i) a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect) or (ii) including a Demand Registration under Section 2.1) on a registration statement on Form S-1 or Form S-3 (or by an equivalent general registration form then in effectInvestor), whether or not for its own account, the Company shall at each such time give prompt written notice at least ten (10) Business Days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to each Holder holding Registrable Securities hereunder, which notice shall set forth such Holder’s rights under this SECTION 2.3 and shall offer such Holder the opportunity to include in such registration statement all or any portion of the Holders of record of Registrable SecuritiesSecurities held by such Holder (a “Piggyback Registration”), subject to the restrictions set forth herein. Upon the written request (the "Piggyback Request") of any such Holder, Holder made within 10 days following ten (10) Business Days after the receipt of any such written notice from the Company (which request shall specify the maximum number of Registrable Securities intended to be disposed of registered by such Holder and the intended method of distribution thereofHolder), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effect the registration under the Securities Act (with the securities which of all Registrable Securities that the Company at has been so requested to register by all such Holders (subject to the time proposes last proviso of SECTION 2.1(b)(ii) above) with rights to register) require registration of Registrable Securities hereunder, to the extent required to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities so to be so registered. There is no limitation ; provided, that if such registration involves an underwritten public offering, all such Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the Underwriters selected as provided in SECTION 2.5(f) on the number same terms and conditions as apply to the Company or any other selling equityholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) the completeness and accuracy of any information provided by such Registering Holders for the purpose of inclusion in the registration statement and (iv) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, that the obligation of such piggyback registrations Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the preceding sentence which liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the Company is obligated net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to effectsuch registration. 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 Registrable Securities pursuant to this SECTION 2.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating Holders, as applicable, shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination to all such Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to registerand, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. Each such Holder with rights under this SECTION 2.3(a) is permitted to withdraw all or any portion of the Registrable Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration without incurring cost or liability solely as a result of such withdrawal. No registration effected under this SECTION 2.3(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by SECTION 2.1 except to the extent such registration results in the initiating Holders of such Demand Registration no longer holding any Registrable Securities as a result of registration pursuant to this SECTION 2.3(a). (b) If a Piggyback Registration involves a public offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in SECTION 2.1(d) shall apply) and the managing Underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and all selling equityholders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including a material impact upon the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), unless the managing Underwriter advises that marketing factors require a different allocation the Company shall include in such registration, without prejudicein the following priority, however, up to the rights Piggyback Maximum Offering Size: (i) first, such number of Holders under Section 2.1Registrable Securities proposed to be registered for the account of the Company if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; and (ii) second, such number of the Registrable Securities requested to be included in such registration by Investors and any other any other Holders, in each case, pursuant to SECTION 2.3(a) (the Registrable Securities in this clause (i) allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among such Investors and other Holders based on their relative number of Registrable Securities requested to be included 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 Piggyback Request by giving written notice to the Company of its request to withdraw; Registration). provided, however, that (i) such request must notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be made in writing prior to the earlier reduced below 33% of the execution total number of securities included in such offering, unless such offering is the underwriting agreement or the execution of the custody agreement Initial Public Offering (other than with respect to a Demand Registration pursuant to SECTION 2.1(a)(ii)), in which case the selling Holders may be excluded further if the Underwriters make the determination described above and no other Holder’s securities are included in such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeoffering.