Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (other than pursuant to a Demand Registration and other than pursuant to a Registration Statement on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto), or a Registration Statement connection with a rights offering) otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for its own account or for the account of any other stockholder one or stockholders of more securityholders and the Company not party hereto is eligible to use a registration form for such offering that may be used for the registration of Registrable Securities (the a “Requesting HoldersPiggyback Offering”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering a registration (a “Piggyback Takedown”which notice shall be given not less than fifteen (15) days prior to all Holders the expected filing date of Registrable Securities and Other Registrable Securityholders. In the Company’s Registration Statement; provided, however, that in the case of a Piggyback Takedown that is an offering Underwritten Offering under a Shelf Registration, such notice shall be given not less than fifteen seven (157) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30offering) Business Days prior to the expected date of filing of such Registration Statement. The Company and shall, subject to the provisions of Section 4(b2(c) below, include in such Piggyback Takedown, as applicable, Offering all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to after the expected date of commencement of marketing efforts or the filing receipt of the Registration Statement, as applicableCompany’s notice. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any a registration which is the subject of such notice. A Piggyback Takedown upon written notice Offering shall not be considered a Demand Registration for purposes of this Agreement and the rights to the Holders Piggyback Offerings may be exercised an unlimited number of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownoccasions.

Right to Piggyback. If at any time after the one year anniversary of this Agreement the Company proposes to undertake file a Registration Statement, whether or not for sale for the marketing Company's own account, on a form and in a manner that would also permit registration of a registered underwritten offering of its Capital Stock for its own account Registrable Securities (other than in connection with a Registration Statement registration statement on Form Forms S-4 or S-8 or a Registration Statement connection with a rights offering) any similar or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”successor form), the Company shall give prompt to Holders holding Registrable Securities written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than proposed filing at least thirty (30) Business Days prior to calendar days before the expected date of filing of such Registration Statementanticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"). Subject to Section 3(b), the Company shall, subject to the provisions of Section 4(b) below, will include in each such Piggyback TakedownRegistration (and any related qualification under state blue sky laws and other compliance filings, as applicable, and in any underwriting involved therein) all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within fifteen (15) calendar days after the written notice from the Company is given; provided, that the Company's obligations under this Section 3 shall terminate from and after the Termination Date. Each Holder will be permitted, subject to its compliance with the provisions of Section 2(a) relating to reimbursement of the Company's expenses, to withdraw all or before the date that is three (3) Business Days part of its Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablesuch Piggyback Registration. Notwithstanding anything to the contrary contained hereinforegoing, the Company may determine will not be obligated to proceed with effect any Piggyback Takedown upon written notice to the Holders registration of Registrable Securities requesting to include their Registrable Securities under this Section 3 as a result of the registration of any of its securities solely as direct consideration for mergers or Other Registrable Securityholders requesting to include their Other Registrable Securities acquisitions or offered solely in such Piggyback Takedownconnection with exchange offers, dividend reinvestment and share purchase plans, rights offerings or option or other employee benefit plans.

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

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (other than each, a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such offering (a “Piggyback Takedown”) registration and shall use its commercially reasonable efforts to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein on or before the date that is three within five (35) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon written register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account Common Shares (other than a Registration Statement registration on Form S-4 or S-8 Form S-8, or any successor of either such form, or a registration relating solely to the offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan arrangement), whether or not following a request by an Initial Requesting Holder or Requesting Holder pursuant to a Demand Registration Statement connection Notice (a “Piggyback Registration”), or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the Piggyback Registration, a “Requesting HoldersPiggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Shares of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf RegistrationTakedown, such notice shall be given not less than fifteen (15) ten Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Shelf Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement registration statement that is not a Shelf Registrationshelf registration statement, such notice shall be given not less than thirty (30) six Business Days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(b5(c)(ii) and Section 5(c)(iii) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on or before within five Business Days after sending the date that is three (3) Company’s notice. At least four Business Days prior to the pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable Shares who requested to include securities in such Piggyback Takedown, an expected date range of commencement of marketing efforts or the filing of the Registration Statementprices, as applicabledetermined by the managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities Shares requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities Shares in such Piggyback Takedown, and (B) any Holder of Registrable Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw such request; provided that, (1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, such withdrawal request must be delivered before the later to occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the proposed offering and (y) two (2) Business Days prior to pricing of the proposed offering; and (2) the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Shares in that Piggyback Takedown. For the avoidance of doubt, in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time.

Right to Piggyback. If the Company proposes to undertake the marketing of file a registered underwritten offering of its Capital Stock Registration Statement, whether or not for its own account account, under the Securities Act on any form (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a Registration Statement connection with a rights offering) transaction of the type referred to in Rule 145 under the Securities Act or for the account of any other stockholder or stockholders to employees of the Company not party hereto pursuant to any employee benefit plan, respectively) for the registration of shares of Class A Common Stock or Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock (the a “Requesting HoldersPiggy-Back Registration”), the Company it shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen at least twenty (1520) Business Days prior to the expected date initial filing with the SEC of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a piggy-back Registration Statement that is not a Shelf RegistrationStatement, such which notice shall set forth the intended method of disposition of the securities proposed to be given not less than thirty registered by the Company in the Piggy-Back Registration. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Securities as each such Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 4 (30a) (a “Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days prior after the date of receipt of the aforementioned notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Subject to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of limitations set forth in Section 4(b) below), the Company shall thereupon include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on therein, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. The Participating Piggy-Back Holders shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

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

Right to Piggyback. If Whenever the Company proposes to undertake the marketing offer any of its New Common Stock (a registered “Piggyback Takedown”) pursuant to a registration statement in any underwritten offering of its Capital New Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders holders of the Company not party hereto Company’s securities (other than the Investors) (“Requesting Other Holders”), the Company shall give send prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an underwritten offering under a Shelf Registrationshelf registration statement, such notice shall be given sent not less than fifteen ten (1510) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement registration statement that is not a Shelf Registrationshelf registration statement, such notice shall be given not less than thirty ten (3010) Business Days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(bSections 3(b) and (c) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within seven (37) Business Days prior after sending the Company’s notice and shall file any post effective amendment or prospectus supplement necessary to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicableinclude such Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company at any time following the completion of the IPO proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account Common Stock, whether on behalf of itself or holders of Other Securities or otherwise (other than a Shelf Registration Statement or Exchange Registration Statement pursuant to Section 3 or a registration statement on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 or a Registration Statement any successor forms thereto relating to shares of Common Stock to be issued by the Company solely in connection with (i) any acquisition of another entity or business or (ii) a rights offering) stock option or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within 15 days after notice has been given to the applicable holder. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 4(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time at least two business days prior to the expected effective date of commencement such Piggyback Registration. The Company shall not be required to maintain the effectiveness of marketing efforts or a Registration Statement for a Piggyback Registration beyond the filing earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement, as applicable. Notwithstanding anything If at any time after giving such Piggyback Notice and prior to the contrary contained hereineffective date of the registration statement filed in connection with such registration the Company shall determine for any reason not to register the securities originally intended to be included in such registration, the Company may determine not to proceed with any Piggyback Takedown upon may, at its election, give written notice of such determination to the Holders Stockholders and thereupon the Company shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register such Registrable Securities in connection with the registration of securities originally intended to be included in such Piggyback Takedownregistration, without prejudice, however, to the right of a Stockholder immediately to request that such registration be effected as a registration under Section 2 or Section 4(c) to the extent permitted thereunder.

Right to Piggyback. If Except with respect to a Demand Registration, the Company procedures for which are addressed in Section 3, if the Corporation proposes to undertake file a Registration Statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock (including for an Initial Follow-On Public Offering), whether or not for sale for its own account (other than a Registration Statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, the Company Corporation shall give prompt written notice of its intention such filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to effect each Investor (each, a “Piggyback Holder”). Subject to Section 4(b), (i) the Piggyback Notice shall offer each Piggyback Holder the opportunity to include (or cause to be included) in such offering Registration Statement the number of Registrable Securities constituting Conversion Stock as each such Piggyback Holder may request (a “Piggyback TakedownRegistration”), (ii) each Piggyback Holder may elect to all Holders participate in such Registration Statement by written notice to the Corporation requesting the inclusion of any of such Holder’s shares of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include constituting Conversion Stock in such Piggyback TakedownRegistration within ten (10) days following such Holder’s receipt of the Piggyback Notice (the “Piggyback Response”), as applicable, and (iii) the Corporation shall include in each such Piggyback Registration all Registrable Securities and all Other Registrable Securities constituting Conversion Stock with respect to which the Company Corporation has received written requests for inclusion therein on or before a timely Piggyback Response. The Corporation shall not be required to maintain the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing effectiveness of the Registration StatementStatement for a Piggyback Registration (including for an Initial Follow-On Public Offering) beyond the earlier to occur of (A) 180 days after the effective date thereof, as applicable. Notwithstanding anything to and (B) consummation of the contrary contained herein, distribution by the Company may determine not to proceed with any requesting Piggyback Takedown upon written notice to Holder of the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Following the expiration of the Lock-up Period, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities (other than pursuant to a Demand Registration or any registration effected pursuant to Form ▇-▇, ▇-▇ or any successor forms and other than a registration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or other transaction under Rule 145 of the Securities Act, or a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringcovering the sale of Registrable Securities) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (but in no event less than twenty (20) calendar days prior to the proposed filing of such Registration Statement) to all holders of Registrable Securities of its intention to effect such offering a registration, setting forth (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected extent then known) the principal terms and conditions of such issuance, including the anticipated proposed offering price (or range of offering prices), the anticipated date of commencement the filing of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registrationand the number and type of securities to be registered, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company and shall, subject to the other provisions of this Section 4(b) below4.2, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within ten (10) calendar days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing receipt of the Registration Statement, as applicableCompany’s notice. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders No registration of Registrable Securities requesting effected under this Section 4.2 will relieve the Company of any of its obligations to include their effect registrations of Investor Registrable Securities or Other Registrable Securityholders requesting pursuant to include their Other Section 4.1 hereof. The election by any holder of Registrable Securities in such Piggyback Takedownnot to exercise its rights to have any or all of its Registrable Securities registered pursuant to this Section 4.2 shall not affect its rights as to future issuances.

Right to Piggyback. If Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or under the Securities Act for sale to the public (whether for the account of the Company or the account of any other stockholder or stockholders securityholder of the Company not party hereto (Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the “Requesting Holders”)Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice of its intention to effect such offering WIC (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such which notice shall be given not less than fifteen (15) Business Days 30 days prior to the expected effective date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationCompany's registration statement), such which notice shall be given not less than thirty (30) Business Days prior offer each Purchaser the opportunity to the expected date include any or all of filing of its Registrable Shares in such Registration Statement. The Company shallregistration statement, subject to the provisions limitations contained in subsection (b) of this Section 4(b) below, include 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such Piggyback Takedownregistration statement, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which WIC on behalf of Purchaser shall so advise the Company has received written requests in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion therein on or before the date that is three of Registrable Shares in any registration statement pursuant to this subsection (3a) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon by giving written notice to the Holders Company of Registrable Securities requesting such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback TakedownRegistration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account (whether or not in combination with any other equity or debt security or otherwise) under the Securities Act (other than pursuant to a Demand Registration Statement or in connection with registration on Form S-4 or Form S-8 or a Registration Statement connection with a rights offeringany successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Investor Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice at least 20 days before the anticipated filing date to the Investor on behalf of the holders of the Investor Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholdersregistration. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Each such Company notice shall specify the approximate number of shares of Common Stock to be given not less than fifteen (15) Business Days prior registered. Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) Sections 3.2 and 3.3 below, the Company will include in such Piggyback Takedown, as applicable, registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Investor Registrable Securities with respect to which the Company has received from the Investor a written requests request for inclusion therein on or before within 15 days after the date delivery of such Company notice; provided that is three (3i) Business Days prior each seller must sell its Investor Registrable Securities to the expected date of commencement of marketing efforts underwriter or underwriters selected by the filing of Company in connection with such offering on the Registration Statement, same terms and conditions as applicable. Notwithstanding anything apply to the contrary contained hereinCompany and (ii) if, at any time after giving notice to the Investor of its intention to effect such registration, the Company may shall determine for any reason not to proceed with register any Piggyback Takedown upon written of its Common Stock under the Securities Act, the Company shall give notice to the Holders Investor on behalf of Registrable Securities requesting such sellers and, thereupon, shall be relieved of its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Investor Registrable Securities in connection with such Piggyback Takedownregistration and, except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the holders of Investor Registrable Securities in connection with such termination or withdrawal. The Company shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering.

Right to Piggyback. If the Company Each time BBUC proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the clause (a) and (b) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to effect the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (a “Piggyback Takedown”) to all Holders stating the number of Registrable Securities and Other Registrable Securityholders. In Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a Piggyback Takedown “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days made prior to the expected date execution of commencement of marketing efforts for an underwriting agreement (or similar agreement) with respect to such Piggyback Takedownoffering. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationSubject to Section 2.2.2 below, such notice BBUC shall be given not less than thirty (30) Business Days prior to the expected date of filing of include in such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback TakedownShelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BBUC may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Takedown upon written notice Registration pursuant to this Section 2.2.1 until such information becomes available in the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownpublic domain.

Right to Piggyback. If Following the twelve (12) month anniversary of the date hereof (and not at any point prior thereto), if the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor or similar form which is then in effect or a Registration Statement in connection with a rights offeringoffering or the primary purpose of which is to register debt securities or an offering on any form of Registration Statement that does not permit secondary sales) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersShareholders”), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable SecurityholdersSpectrum. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty five (305) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b4.4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein from Spectrum on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSpectrum.

Right to Piggyback. If If, at any time after an IPO, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock for its own account (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 or a Registration Statement any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed for a rights offering) or for the account of any other stockholder or stockholders of the Company Demand Registration that is not party hereto (the “Requesting Holders”a Shelf Registration), then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to effect all Holders. The Piggyback Notice shall offer Holders the opportunity to include in such offering registration statement the number of Registrable Securities as each such Holder may request (a “Piggyback TakedownRegistration”). Subject to Section 3(b) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after notice has been given to the Holders. Holders exercising their rights under this Section 3(a) shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution of the Registrable Securities included in such Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinforegoing, any Holder participating in a Shelf Registration may request that such Holder’s Registrable Securities be removed from such Registration Statement after effectiveness, in which event the Company may determine not shall promptly either withdraw such Registration Statement or file a post-effective amendment to proceed with any Piggyback Takedown upon written notice to the Holders of such Registration Statement removing such Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSecurities.

Right to Piggyback. If the Company at any time proposes to undertake register any shares of Common Stock under the marketing of a registered underwritten offering of its Capital Stock Securities Act, whether or not for sale for its own account account, on a form and in a manner that would permit registration of Registrable Securities for a public offering under the Act (other than on a Registration Statement registration statement (i) on Form S-4 or Form S-8 or a Registration Statement any successor form thereto, (ii) filed in connection with a rights offeringan exchange offer, (iii) or for filed in connection with the account of any other stockholder or stockholders of Registration Rights Agreement, dated May 7, 2010, by and between the Company not party hereto and JMP Securities LLC, as initial purchaser, (iv) filed in connection with the “Requesting Holders”)Registration Rights Agreement dated as of October 27, 2009, by and among Company and the persons listed on the Schedule A to such Registration Rights Agreement, as amended by that certain Amendment No. 1 to the Registration Rights Agreement dated November 4, 2007, or (v) filed in connection with the Kojaian Registration Rights Agreement) the Company shall give prompt written notice of its intention such proposed filing to effect all Holders at least ten (10) Business Days before the anticipated filing date. Such notice shall offer such offering Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback TakedownRegistration”). Subject to Sections 3(c) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within ten (310) Business Days after such notice has been delivered to the Holders. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall, subject to the provisions of this Section 3, be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Selling Holders shall be permitted to withdraw all or a part of the Registrable Securities held by such Selling Holders which were to be included in such Piggyback Registration at any time prior to the expected effective date of commencement such registration. The Company may withdraw any registration statement for such Piggyback Registration at any time before it becomes effective, or postpone the offering of marketing efforts securities thereunder, without obligation or liability to any Selling Holder. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such Piggyback Registration as the filing result of the Registration Statement, as applicable. Notwithstanding anything any controversy that might arise with respect to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders interpretation or implementation of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownthis Agreement.

Right to Piggyback. If Whenever the Company proposes to undertake register any of its securities under the marketing Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a registered underwritten offering holder of its Capital Stock for its own account Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (other than a Registration Statement ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form Forms S-4 or S-8 promulgated by the SEC (or a Registration Statement any successor or similar forms), (iv) in connection with a rights offeringregistration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, or (vi) pursuant to the Required Shelf Registration Statement, and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b3(c) belowand Section 3(d), shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing within 20 days after delivery of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company Company’s notice; provided that a Demand Party may determine not to proceed with any Piggyback Takedown upon provide by written notice to the Holders Company that no holder of Registrable Securities requesting to include their Other Investor Registrable Securities or Other any securities that are not Registrable Securityholders requesting Securities will have the right to include their Other Registrable Securities such securities in such Piggyback TakedownRegistration (in which case the Company need not give such notice to such holders or include any such securities in such Piggyback Registration).

Right to Piggyback. If the Company at any time proposes to undertake file a registration statement under the marketing Securities Act with respect to an offering (a “Piggyback Registration”) of a registered underwritten offering of its Capital any New Common Stock for its own account (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto or (c) relating solely to a Registration Statement connection with a rights offering) or for transaction under Rule 145 under the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of its intention to effect such offering (a the “Piggyback TakedownNotice”) of such proposed filing to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Trust at least 15 Business Days prior before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The Company shall, rights of the Trust under this Article V shall be subject to the provisions of Section 4(b4.1(h) belowand Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests from the Trust for inclusion therein on or before the date that is three (3) within 10 Business Days prior after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the expected date provisions of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownArticle VI.

Right to Piggyback. If Except with respect to a Demand Registration, the Company procedures for which are addressed in Section 3, if the Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock whether or not for sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of its intention such filing no later than ten days prior to effect the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on or before the date that is three (3) Business Days prior within ten days after notice has been given to the expected date of commencement of marketing efforts or applicable holder. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinin this Agreement, (i) in connection with a Demand Notice for an Initial Public Offering in which the Sponsor Investor Shareholder is selling (or causing to be sold) shares of Common Stock beneficially owned by it in any such Initial Public Offering on a secondary basis, the Company may determine not Corporation shall be required to proceed with any deliver a Piggyback Takedown upon written notice to the Holders Notice and in such event all such holders of Registrable Securities requesting shall have the right to include their Registrable Securities participate in such offering on a pro rata basis (based on the number of shares of Common Stock the Sponsor Investor Shareholder is proposing to sell in such Initial Public Offering) with the Sponsor Investor Shareholder (it being understood that in connection with any Initial Public Offering in which the Sponsor Investor Shareholder is not selling (or Other Registrable Securityholders requesting causing to include their Other be sold) shares of Common Stock beneficially owned by it on a secondary basis, no such Piggyback Notice need be sent) and (ii) no member of senior management who has been provided with piggyback rights shall be permitted to exercise such rights (x) in connection with an Initial Public Offering, unless the Sponsor Investor Shareholder consents thereto in writing, and (y) in connection with any other Public Offering, unless the Sponsor Investor Shareholder is selling Registrable Securities in such Piggyback Takedowntransaction.

Right to Piggyback. If the Company Each time Parent proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public or sell equity securities pursuant to a previously effective Shelf Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or (whether for the account of Parent or the account of any other stockholder or stockholders security holder of the Company not party hereto Parent) (the a “Requesting HoldersPiggyback Registration”), the Company Parent shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such (which notice shall be given not less than fifteen (15x) ten (10) Business Days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given Parent’s registration statement and (y) not less than thirty five (305) Business Days prior to the expected date of filing of a preliminary prospectus supplement in the case of a Shelf Registration), which notice shall offer each such Registration Statement. The Company shallHolder the opportunity to include any or all of its Registrable Securities in such registration statement or Shelf Registration, subject to the provisions limitations contained in Section 2.2.2 hereof. Each such Holder who desires to have its Registrable Securities included in such registration statement or Shelf Registration shall give written notice to Parent (stating the number of shares desired to be registered) within ten (10) Business Days after the date of such notice from Parent; provided that such notice shall be given within five (5) Business Days after the date of such notice from Parent in the case of a Shelf Registration. Any notice given by a Holder pursuant to the preceding sentence shall be treated as a Notice of Exchange (as defined in the Exchange Agreement and subject to all of the terms thereof) in respect of all Registrable Securities requested to be included in the Piggyback Registration. Any such Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement or Shelf Registration pursuant to this Section 4(b) 2.2.1 by giving written notice to Parent of such withdrawal. Subject to Section 2.2.2 below, Parent shall include in such Piggyback Takedown, as applicable, registration statement all such Registrable Securities and so requested to be included therein; provided, however, that Parent may at any time withdraw or cease proceeding with any such registration statement or Shelf Registration if it shall at the same time withdraw or cease proceeding with the registration or sale of all Other Registrable Securities with respect other equity securities originally proposed to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicablebe registered. Notwithstanding anything to the contrary contained hereinin this Section 2.2.1, the Company may determine not Parent shall have no obligation to proceed provide notice of or to effect a Piggyback Registration with respect to any Piggyback Takedown upon written notice to the Holders Holder of Registrable Securities requesting who at such time is not permitted due to include their the restrictions set forth in the Exchange Agreement to effect an Exchange (as defined therein); provided, that clause (y) of the proviso in Section 2.01(a) with respect to the Minimum Amount (as defined in the Exchange Agreement) shall not apply to any Exchange to the extent the amount of a Holder’s Registrable Securities or Other Registrable Securityholders requesting included in a Piggyback Registration is reduced pursuant to include their Other Registrable Securities in such Piggyback TakedownSection 2.2.2.

Right to Piggyback. If (i) Whenever the Company is required or proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (including primary and secondary registrations, and other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt at least fifteen (15) days prior written notice to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b) below1(b), will include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such ▇▇▇▇▇▇ will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or before registration statements as may be filed by the date that Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a registration statement under which the Company gives notice under this section 1 is three for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (35) Business Days prior to the expected effective date of commencement the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of marketing efforts such Holder, or the filing estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the Registration Statement, as applicable. Notwithstanding anything foregoing persons will be deemed to be a single ‘Holder,’ and any pro rata reduction with respect to such ‘Holder’ will be based upon the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders aggregate amount of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities shares carrying registration rights owned by all entities and individuals included in such Piggyback Takedown‘Holder,’ as defined in this sentence.

Right to Piggyback. If the Company Each time BEPC proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BEPC or the account of any securityholder of BEPC) or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the clause (a) and (b) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company BEPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to effect the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BEPC in writing (a “Piggyback Takedown”) to all Holders stating the number of Registrable Securities and Other Registrable Securityholders. In Shares desired to be registered) within three (3) days after the date of such notice from BEPC (or within one (1) Business Day in the case of a Piggyback Takedown “bought deal” financing). Any Holder shall have the right to withdraw such ▇▇▇▇▇▇’s request for inclusion of such ▇▇▇▇▇▇’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BEPC of such withdrawal provided, however, that such request is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days made prior to the expected date execution of commencement of marketing efforts for an underwriting agreement (or similar agreement) with respect to such Piggyback Takedownoffering. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationSubject to Section 2.2.2 below, such notice BEPC shall be given not less than thirty (30) Business Days prior to the expected date of filing of include in such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback TakedownShelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BEPC may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BEPC concerning a proposed Piggyback Takedown upon written notice Registration pursuant to this Section 2.2.1 until such information becomes available in the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownpublic domain.

Right to Piggyback. If Whenever the Company Registering Entity proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities (other than a Registration Statement registration on Form S-4 or S-8 ▇-▇, ▇▇▇▇ ▇-▇ or a comparable form, or a registration of securities relating solely to an offering and sale to employees pursuant to any employee stock plan or other employee benefit plan arrangement) other than pursuant to a Registration Statement connection with Request (each, a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall Registering Entity will give prompt written notice (and in any event within 15 days after its receipt of notice of any exercise of other demand registration rights or its decision to effect a primary offering, as applicable) to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, registration on the same terms as applicable, the Registering Entity and the other Persons selling securities in connection with such registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Registering Entity has received written requests for inclusion therein within fifteen (15) days after the date of the Registering Entity’s notice. The Registering Entity’s notice shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Registering Entity of the proposed minimum offering price of such securities. Any Holder that has made such a written request may withdraw all or any part of its Registrable Securities from such Piggyback Registration by giving written notice to the Registering Entity and the managing underwriter, if any, on or before the date that is three fifteenth (315th) Business Days day prior to the expected planned effective date of commencement of marketing efforts such Piggyback Registration. The Registering Entity may terminate or the filing of the Registration Statement, as applicable. Notwithstanding anything withdraw any registration under this Section 3 prior to the contrary contained hereineffectiveness of such registration, the Company may determine whether or not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting Holder has elected to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownregistration, and except for the obligation to pay Registration Expenses pursuant to Section 3(c) the Registering Entity will have no liability to any Holder in connection with such termination or withdrawal.

Right to Piggyback. If Each time the Company Corporation proposes to undertake the marketing of a registered offer Common Stock in an underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or registered under the Securities Act (whether for the account of the Corporation or the account of any other stockholder or stockholders equity holder of the Company not party hereto Corporation other than the Trust) (the a “Requesting HoldersPiggyback Offering”), the Company Corporation shall give prompt written notice of its intention to effect such offering the Trust (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such which notice shall be given not less than fifteen (15) 10 Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In Offering (the case of a “Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationNotice”)), such which notice shall be given not less than thirty (30) Business Days prior offer to the expected date of filing of such Registration Statement. The Company shall, subject to Trust the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting opportunity to include their Registrable Securities any or Other Registrable Securityholders requesting to include their Other all of its Registrable Securities in such Piggyback TakedownOffering, subject to the limitations contained in Section 2.01(c)(iv) and Section 2.02(b). To participate in any Piggyback Offering, the Trust shall provide written notice to the Corporation (stating the number of Registrable Securities desired to be registered or included and the total number of Registrable Securities held by the Trust as of the date of the Piggyback Notice) within five Business Days after the date of such notice from the Corporation. The Trust shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Offering prior to the commencement of such Piggyback Offering by giving written notice to the Corporation of such withdrawal. Subject to the limitations contained in Section 2.01(c)(iv) and Section 2.02(b), the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. No registration pursuant to this Section 2.02(a) shall relieve the Corporation of its obligation to effect a registration statement, as contemplated by Section 2.01 hereof. The Trust’s rights to a Piggyback Offering may be exercised on an unlimited number of occasions. Notwithstanding the foregoing, the Corporation may at any time withdraw, abandon or cease proceeding with any such offering for any reason at any time.

Right to Piggyback. If the Company Premier or any other Person that has demand registration rights (a “Third Party Holder”) proposes to undertake register shares of Class A Common Stock under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than a Registration Statement registration on Form S-4 or S-8 S-8, or a Registration Statement connection with a any successor or other forms promulgated for similar purposes), Premier will, at each such time, give prompt written notice to the Limited Partners of its intention to so register such shares of Class A Common Stock and of the Limited Partners’ rights offering) or for under this Agreement. Upon the account written request of any other stockholder or stockholders Limited Partner made within 15 Business Days after the receipt of any such notice (which request shall specify the Company not party hereto (the “Requesting Holders”Registrable Securities intended to be disposed of by such Limited Partner), subject to applicable vesting restrictions set forth in the Company shall give prompt LP Agreement, Premier will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Premier has been so requested to register by the Limited Partners; provided, however, that (A) if, at any time after giving written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities register any securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected effective date of commencement of marketing efforts the registration statement filed in connection with such registration, Premier or such Third Party Holder shall determine for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine any reason not to proceed with any Piggyback Takedown upon the proposed registration of the securities to be sold thereby, Premier may, at its election, give written notice of such determination to the Holders each Limited Partner and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration and (B) if such registration involves an underwritten offering, all Limited Partners requesting to include be included in the registration of Premier or such Third Party Holder shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by Premier or Other Registrable Securityholders requesting such Third Party Holder on substantially the same terms and conditions as apply to include their Other Registrable Securities Premier or such Third Party Holder, with such differences, including with respect to indemnification as may be customary or appropriate in such Piggyback Takedowncombined primary and secondary offerings. The registrations provided for in this Section 2(c) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a) and 2(b).

Right to Piggyback. If (i) Except with respect to a Demand Registration, the Company procedures for which are addressed in Section 3, if the Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock whether or not for sale of its own account (other than a Registration Statement registration statement (x) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (y) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of its intention such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer all such offering holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on within fifteen (15) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time at least two business days prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement, as applicable. . (ii) Notwithstanding anything to the contrary contained hereinin this Agreement, unless otherwise consented to by the Company may determine Coordination Committee, for an Initial Public Offering the Corporation shall not be required to proceed with deliver any Piggyback Takedown upon written notice to the Holders Notice nor include in such registration any Registrable Securities; provided, however, if any holder of Registrable Securities requesting is selling (or causing to include their be sold) shares of Common Stock beneficially owned by them in any such Initial Public Offering on a secondary basis, the Corporation shall be required to provide a Piggyback Notice to all holders of Registrable Securities or Other Registrable Securityholders requesting Securities, who shall have the right to include their Other Registrable Securities participate in such Piggyback Takedownoffering on a pro rata basis consistent with the terms of this Section 4.

Right to Piggyback. If at any time the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of equity securities (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇-▇ or S-8 any successor form thereto or a Registration Statement (ii) filed solely in connection with a rights offering) or for the account of any other stockholder or stockholders an offering made solely to employees of the Company not party hereto (the “Requesting Holders”Company), whether or not for its own account, then the Company shall will give prompt written notice of its intention such proposed filing to effect the holders of Registrable Securities at least 10 calendar days before the anticipated filing date. Such notice will offer such offering holders the opportunity to register such amount of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) to all Holders ); provided, however, in no event shall the amount of Registrable Securities and Other Registrable Securityholdersincluded in any Piggyback Registration exceed 20% of the total amount of securities included in such offering. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30limitations set forth in this Section 5(a) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to and the provisions of Section 4(b5(b) belowhereof, the Company will include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before (other than (i) any Registrable Securities that are otherwise covered by an effective Registration Statement (including, without limitation, the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts Series B Registration Statement or the filing Warrant Registration Statement) unless, with respect to such Registrable Securities, the holders of such Registrable Securities agree to pay any incremental increase in the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Expenses for such Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registration resulting from including such Registrable Securities in such Piggyback TakedownRegistration or (ii) any Warrant Share Registrable Securities if the weighted average Sales Price of the Common Stock has not reached the Warrant Registration Threshold). The holders of Registrable Securities will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time after consummation of the Company IPO the Corporation proposes to undertake register any equity securities under the marketing of a registered underwritten Securities Act in connection with the public offering of its Capital Stock for its own account such securities (other than a Registration Statement on Form S-4 registration relating to employee or S-8 director benefit plans or a Registration Statement connection with corporate reorganization, mergers or acquisition, or a rights offering) registration on any form that does not permit inclusion of sales of Registrable Securities), whether such offering is a primary offering by the Corporation or for the account of any other stockholder or stockholders a secondary offering by holders of the Company not party hereto Corporation's securities or both (the “Requesting Holders”a "Piggyback Registration"), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) registration as soon as practicable, but in no event less than 20 days prior to all Holders the anticipated filing date of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown initial registration statement related thereto; provided, that is an offering under a Shelf Registration, such notice shall indicate the number of shares proposed to be given not less than fifteen (15) Business Days prior to registered, the expected date proposed means of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing distribution of such Registration Statementsecurities and the proposed managing underwriters of such offering, if any. The Company shall, subject Subject to the provisions of Section Sections 4(b) belowand (c), the Corporation will include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on within 20 days after delivery of the Corporation's notice. The holders of Registrable Securities will be permitted to withdraw all or before the date that is three (3) Business Days any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the expected date of commencement of marketing efforts or such Piggyback Registration becomes effective with the filing of SEC; provided, however, if the Piggyback Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinis an underwritten offering and there is an underwriting agreement in place, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders holders of Registrable Securities requesting may do so only on the reasonable and customary terms agreed upon by the managing underwriters for such offering. If a Piggyback Registration is an underwritten offering effected (i) under Section 4(b), all Persons whose securities are included in the Piggyback Registration will be obligated to include sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at any time after giving written notice of a Piggyback Registration but prior to the effective date of the registration statement filed in connection therewith, the Corporation shall determine for any reason not to register the securities described in its notice of its intention to file a registration statement, the Corporation shall give prompt written notice of such determination to the holders of Registrable Securities or Other Registrable Securityholders requesting and thereupon shall be relieved of its obligation to include their Other register any Registrable Securities in such Piggyback Takedownregistration.

Right to Piggyback. If the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor or similar form which is then in effect or a Registration Statement in connection with a rights offeringoffering or the primary purpose of which is to register debt securities or an offering on any form of Registration Statement that does not permit secondary sales) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersShareholders”), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders Shareholders of Registrable Securities and Other Registrable SecurityholdersSecurities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty five (305) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b2.3(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders Shareholders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If the Company Each time BIPC proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BIPC or the account of any securityholder of BIPC) or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the clause (a) and (b) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company BIPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to effect the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BIPC in writing (a “Piggyback Takedown”) to all Holders stating the number of Registrable Securities and Other Registrable Securityholders. In Shares desired to be registered) within three (3) days after the date of such notice from BIPC (or within one (1) Business Day in the case of a Piggyback Takedown “bought deal” financing). Any Holder shall have the right to withdraw such ▇▇▇▇▇▇’s request for inclusion of such ▇▇▇▇▇▇’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BIPC of such withdrawal provided, however, that such request is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days made prior to the expected date execution of commencement of marketing efforts for an underwriting agreement (or similar agreement) with respect to such Piggyback Takedownoffering. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationSubject to Section 2.2.2 below, such notice BIPC shall be given not less than thirty (30) Business Days prior to the expected date of filing of include in such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback TakedownShelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BIPC may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a proposed Piggyback Takedown upon written notice Registration pursuant to this Section 2.2.1 until such information becomes available in the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownpublic domain.

Right to Piggyback. If Subject to the Company provisions of this Section 3, whenever Acquiror proposes to undertake register any Acquiror Common Stock under the marketing of a registered underwritten offering of its Capital Stock Securities Act for its own account (other than a Registration Statement registration on Form S-4 or S-8 or a Registration Statement connection with a rights offeringany substitute or successor form that may be adopted by the SEC) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)holders of Acquiror Common Stock, the Company shall Acquiror will give prompt written notice to the Stockholders of its intention to effect such offering a registration and will include in such registration, on the same terms and conditions as apply to Acquiror's or such holder's Acquiror Common Stock, all Registrable Shares that the Stockholders request be included within 15 days after the receipt of Acquiror's notice (a “"Piggyback Takedown”Registration"). Prior to the seventh anniversary of the date hereof, Acquiror is required to include Registrable Shares requested by the Stockholders in an unlimited number of Piggyback Registrations. On or after the seventh anniversary of the date hereof, Acquiror is only required to include Registrable Shares pursuant to this Section 3 in any Demand Registration requested by any other Stockholder. If Acquiror shall determine in its sole discretion not to register or to delay the registration of such Common Stock, Acquiror may, at its election, provide written notice of such determination to the Stockholders and (i) to all Holders of Registrable Securities and Other Registrable Securityholders. In in the case of a Piggyback Takedown that is an offering under determination not to effect a Shelf Registrationregistration, shall thereupon be relieved of the obligation to register such notice shall be given not less than fifteen Registrable Shares, and (15ii) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In in the case of a Piggyback Takedown that is an offering under determination to delay a Registration Statement that is not a Shelf Registrationregistration, such notice shall thereupon be given not less than thirty (30) Business Days prior permitted to delay registering any Registrable Shares for the expected date of filing of such Registration Statement. The Company shall, subject to same period as the provisions of Section 4(b) below, include delay in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders securities of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownAcquiror being registered for Acquiror's own account.

Right to Piggyback. If From and after the effective date of this Agreement until such time as none of the Covered Securities remain subject to the provisions of the Escrow Agreement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any class of its Capital Stock common stock for sale under the Securities Act of 1933, as amended, for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders holder of the Company not party hereto its securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to PFS and each of the Frost Group Shareholders of its intention to effect such offering (a “Piggyback Takedown”) registration and will provide the Frost Group Shareholders and PFS the opportunity to all Holders include in such registration up to one-half of Registrable Securities and Other Registrable Securityholders. In the case class of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior Covered Shares subject to the expected date Escrow Agreement at the time of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(bparagraph (c) below, . If PFS or any Frost Group Shareholder desires to include in any such Piggyback Takedownregistration statement all or part of the Covered Shares in accordance with the provisions of Section 3 of the Escrow Agreement, he shall, within 20 days after receipt of the above-described notice from the Company, so notify the Company in writing (the “Election Notice”); provided, however, that PFS shall not have the right to include any Covered Shares in a registration statement unless the price at which the Covered Shares are being offered obtained is at least the Purchase Price per share as applicableset forth in the SPA, subject to adjustment in the event of any stock splits or combinations, stock dividends or distributions, or similar transactions involving the Covered Shares. Such Election Notice shall state the number of Covered Shares which such Frost Group Shareholder or PFS requests to be included in such registration. If PFS or any Frost Group Shareholder decides not to include all or any part of his Covered Shares in any registration statement filed by the Company, he shall nevertheless continue to have the right to include any Covered Shares in any subsequent registration statement or registration statements as may be filed by the Company, all Registrable Securities upon the terms and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained conditions set forth herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If (i) Whenever the Company is required or proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) (a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt at least ten (10) days prior written notice to the Investors of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(bSections 3(b) belowand 3(c), will include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within twenty (20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities the Investors wish to include in such registration statement. If the Investors decide not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Investors will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or before registration statements as may be filed by the date that Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a Registration Statement under which the Company gives notice under this Section 3 is three for an underwritten offering, then the Company will so advise the Investors. In such event, the right of the Investors’ Registrable Securities to be included in a registration pursuant to this Section 3 will be conditioned upon the Investors’ participation in such underwriting and the inclusion of the Investors’ Registrable Securities in the underwriting to the extent provided herein. If the Investors determine to distribute their Registrable Securities through such underwriting then the Investors will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If the Investors disapprove of the terms of any such underwriting, the Investors may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (310) Business Days prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicableregistration statement. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Any Registrable Securities requesting to include their Registrable Securities excluded or Other Registrable Securityholders requesting to include their Other Registrable Securities in withdrawn from such Piggyback Takedownunderwriting will be excluded and withdrawn from the registration but are eligible for a future registration.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten register an offering of any of its Capital Stock for its own account securities under the Securities Act (other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a Registration Statement Demand Registration, (iii) pursuant to a Takedown Demand, (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) a Registration Statement registration relating solely to employment benefit plans, (vi) in connection with a rights offeringregistration the primary purpose of which is to register debt securities, or (vii) or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all Investor Parties (which notice shall be held in confidence by the Investor Parties until the offering is publicly disclosed) of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(bSections 3(c) belowand 3(d) hereof, shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days after the delivery of the Company’s notice; provided that any such other Investor Party may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts applicable registration statement becoming effective. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the filing of then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), as applicable. Notwithstanding anything the Investor Parties shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the contrary contained herein, the Company may determine not same limitations that are applicable to proceed with any other Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital securities, or proposes to offer any of its New Common Stock for its own account pursuant to a registration statement under the Securities Act (other than pursuant to a Demand Registration Statement (including pursuant to Section 2(d)) or a registration statement on Form S-4 or Form S-8 or any successor forms) (a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement registration statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days 20 days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(b3(b) and Section 3(c) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 10 days (in the date case of a Piggyback Takedown that is an offering under a Shelf Registration, within three (3Business Days) Business Days prior to after sending the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicableCompany’s notice. Notwithstanding anything to the contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown; and (ii) any Holder of Registrable Securities may withdraw its request for inclusion of Registrable Shares in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw from that Piggyback Takedown; provided, however, that the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown. No registration of Registrable Securities under this Section 3 will relieve the Company of its obligation to effect any registration request pursuant to Section 2 and the Company shall pay all Registration Expenses in connection with any registration under Section 3.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing register any of its securities (including in response to a demand of a registered underwritten offering shareholder not party hereto, but excluding a registration pursuant to Section 1, relating solely to employee benefit plans, or relating solely to the sale of its Capital Stock for its own account (other than a Registration Statement on Form S-4 debt or S-8 or a Registration Statement connection with a rights offeringconvertible debt instruments) or and the registration form to be filed may be used for the account registration or qualification for distribution of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)Registrable Securities, the Company shall will give prompt written notice to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of the Company's notice (a "Piggyback Registration"). Any Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing Underwriter, if any, on or before the date that is three thirtieth (330th) Business Days day prior to the expected planned effective date of commencement of marketing efforts such Piggyback Registration. The Company may delay, terminate or the filing of the Registration Statement, as applicable. Notwithstanding anything withdraw any registration under this Section 2 prior to the contrary contained hereineffectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company may determine not will have no liability to proceed any Holder in connection with any Piggyback Takedown upon written notice to such delay, termination or withdrawal; provided, however, that if such delay shall extend beyond 120 days from the Holders of Registrable Securities requesting date the Company received a request to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 1 hereof.

Right to Piggyback. If (a) Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act on behalf of the Company or otherwise (including pursuant to Section 4.1(a)) (other than a Registration Statement on Form Forms S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”successor forms), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders (or holders of Registrable Securities and Other Registrable SecurityholdersPreferred Shares if all such Shares have not yet been converted) (the "Piggyback Holders"). In the case of a If any Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than Holders so request in writing within thirty (30) Business Days prior to the expected date of filing days after delivery of such Registration Statementnotice by the Company, the Company shall include in any such registration statement the Registrable Securities held by such Piggyback Holder and requested to be included in such registration. The Any such written request by the Piggyback Holders shall contain an undertaking on the part of each Piggyback Holder to provide all such information and materials concerning such Piggyback Holder and the distribution proposed by such Piggyback Holder as the Company shallmay reasonably request in order to comply with all applicable requirements in connection with such registration. (b) If such 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 exceeds the number of securities which can be sold in such offering without adversely affecting the marketability of such offering, the Company shall include any securities to be sold in such registration in the following order: (i) first, in the case where such registration is not a Demand Registration, the securities requested to be included in such registration by the Company (if such registration is a registration initiated by the Company) or any other Person (if such registration is not a registration initiated by the Company) who, subject to Section 4.5, can request such registration; (ii) second, the provisions of Section 4(bsecurities requested to be included by the Piggyback Holders; and (iii) belowthird, include in any securities to be sold by any other Person or the Company (if such Piggyback Takedownshares are not included pursuant to clause (i) above). Notwithstanding the foregoing, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinany Demand Registration, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities priorities set forth in Section 4.4 shall control such Piggyback TakedownDemand Registration.

Right to Piggyback. If The Holders of the Company Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to undertake file a registration statement, other than pursuant to Section 1(a) above, for the marketing registration of a registered underwritten offering shares of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement in connection with a rights offeringan underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Holders of Registrable Securities, NationsRent will, prior to such filing, give fifteen (15) or for days prior written notice to the account Holders of any other stockholder or stockholders its intention to do so and, upon the written request of the Company not party hereto Holders given within ten (10) days after receipt of such notice, NationsRent shall, subject to the “Requesting Holders”)terms of this Agreement, use its best reasonable efforts to cause the Company shall give prompt Registrable Securities which NationsRent has been requested to register by such Holders to be registered under the Securities Act to the extent necessary to permit their sale. If, at any time after giving written notice of its intention to effect register any securities and prior to the effective date of the registration statement filed in connection with such offering registration, NationsRent shall determine for any reason (a “Piggyback Takedown”other than by reason of acts or omissions attributable to any of the Holders) either not to all Holders register or to delay registration of Registrable Securities and Other Registrable Securityholders. In such securities, NationsRent may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a Piggyback Takedown that is an offering under a Shelf Registrationdetermination not to register, such notice shall be given relieved of its obligation to register any Registrable Securities in connection with such registration (but not less than fifteen (15) Business Days prior from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the expected date rights of commencement of marketing efforts for any Holders entitled to do so to request that such Piggyback Takedown. In registration be effected as a registration under Section 1(a), and (ii) in the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registrationdetermination to delay registration, such notice shall be given not less than thirty (30permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) Business Days prior shall relieve NationsRent of its obligation to the expected date of filing of effect any registration upon request under Section 1(a), nor shall any such Registration Statement. The Company shall, subject registration hereunder be deemed to the provisions of have been effected pursuant to Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown1(a).

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Registration Statement Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or a Registration Statement connection with a rights offering) any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such offering a registration (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such which notice shall be given not less than fifteen (15) Business Days at least 20 days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that applicable registration statement is an offering under a Registration Statement that is not a Shelf Registration, such notice shall to be given not less than thirty (30filed) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(bSections 2(c) belowand 2(d), shall include in such Piggyback Takedown, as applicable, registration (and in all Registrable Securities related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 15 days after the date that is three (3receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statementcontrary, as applicable. Notwithstanding anything long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the contrary contained hereinregistration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may determine not delay the notice of a Piggyback Registration until the day after the registration statement with respect to proceed with any such Piggyback Takedown upon written notice Registration is filed, in which case, subject to the Holders remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities requesting with respect to include their Registrable Securities or Other Registrable Securityholders requesting which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to include their Other Registrable Securities in such Piggyback Takedownthe closing thereof.

Right to Piggyback. If Subject to the last sentence of this Section 2.2(a), and the other conditions set forth herein, at any time following completion of the Company IPO, whenever the Company proposes to undertake the marketing of conduct a registered underwritten offering of its Capital Stock for its own account Public Offering (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall give all Stockholders prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Company with the Commission of its intention to effect such offering any registration statement with respect thereto). Such notice (a “Piggyback TakedownNotice”) shall specify, at a minimum, the number of securities proposed to all Holders of Registrable Securities and Other Registrable Securityholders. In be registered, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration statement with the Commission, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. The Upon the written request of a Stockholder given within ten (10) business days of such Stockholder’s receipt of the Piggyback Notice (which written request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof), the Company shall, subject to the provisions of Section 4(b) below, shall include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received such written requests for inclusion therein on inclusion; provided that (x) any Stockholder who seeks to exercise his rights under this Section 2.2(a) shall be required to exchange his, her or before its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the date Piggyback Notice; provided, however, that is three any exchange pursuant to clause (3x) Business Days above may be made contingent upon the sale of the Registrable Securities issued upon such exchange pursuant to such Piggyback Registration, it being understood that any such contingent exchange shall become effective immediately prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders such sale of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSecurities.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock whether or not for sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan, then, each such time), the Company shall give prompt written notice of its intention such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”). Subject to Section 3(b) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within fifteen (15) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time at least two business days prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinin this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with an initial Public Offering the Company may determine shall not be required to proceed with deliver a Piggyback Notice nor include in such registration any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownthe Sponsor Investors are selling shares of Common Stock beneficially owned by them.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing register any of its securities (whether or not following a registered Demand Registration Notice by a Requesting Holder) (a “Piggyback Registration”), or proposes to offer any Common Stock pursuant to a registration statement in an underwritten offering of its Capital Common Stock for its own account under the Securities Act (other than whether or not following a Registration Statement on Form S-4 or S-8 or request by a Registration Statement connection Requesting Holder) (together with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the Piggyback Registration, a “Requesting HoldersPiggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable SecurityholdersTakedown as promptly as practicable. In the case of a Piggyback Takedown that is an underwritten offering under a Shelf Registrationshelf registration statement, such notice shall be given not less than fifteen seven (157) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement registration statement that is not a Shelf Registrationshelf registration statement, such notice shall be given not less than thirty seven (307) Business Days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(b) and Section 4(c) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to after sending the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicableCompany’s notice. Notwithstanding anything to the contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown, and (ii) any Holder of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw that registration; provided, however, that the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown.

Right to Piggyback. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to undertake file a Registration Statement under the marketing of a registered underwritten offering of its Capital Stock Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a Registration Statement connection with dividend reinvestment plan or (v) for a rights offering) or for , then the account Company shall give written notice of any other stockholder or stockholders such proposed offering to all of the Company Holders of Registrable Securities as soon as practicable but not party hereto less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “Requesting Holdersred ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall give prompt written notice of its intention to effect cause all such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall to be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include included in such Piggyback TakedownRegistration and, as if applicable, all shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be included therein on the same terms and all Other Registrable Securities with respect to which conditions as any similar securities of the Company has received written requests for inclusion therein on included in such Registration and to permit the sale or before the date that is three (3) Business Days prior to the expected date other disposition of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Piggyback TakedownHolder’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company.

Right to Piggyback. If Except with respect to a Demand Registration or Shelf Registration, the procedures for which are addressed in Sections 3 and 4, respectively, if the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock securities, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement connection with a rights offering(ii) filed to effectuate an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then the Company shall give prompt written notice of its intention such filing no later than ten business days prior to effect such offering the filing date (a the “Piggyback TakedownNotice”) to all of the Holders of Registrable Equity Securities and Other or Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback TakedownDebt Securities, as applicable, all . The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of applicable Registrable Securities and as each such Holder may request (each, a “Piggyback Registration”). Subject to Section 6(b), the Company shall include in each such Piggyback Registration all Other applicable Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3each a “Piggyback Request”) Business Days prior within ten business days after notice has been given to the expected date applicable Holder; provided that the Company shall not include in any Piggyback Registration Registrable Securities of commencement any Holder in an amount in excess of marketing efforts or such Holder’s Pro Rata Percentage. The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities (other than those making Piggyback Requests) included in such Registration Statement, as applicable. Notwithstanding anything With respect to any such Underwritten Offering to be conducted by the contrary contained hereinCompany, the Company may determine not to proceed with any Piggyback Takedown upon written notice shall select the underwriter(s) for such offering, subject to the Holders reasonable satisfaction of the Sponsor in the event that the Sponsor shall request inclusion of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedowntherein.

Right to Piggyback. If So long as the Holders beneficially own more than 16.0% of the Company's $0.01 par value common stock ("Common Stock"), whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account in connection with a proposed underwritten public offering (a "Public Offering")(including any proposed registration of the Company's Common Stock by any third party in connection with a Public Offering) under the Securities Act (other than a Registration Statement in connection with registrations on Form S-4 or SEC Forms S-4, S-8 or a Registration Statement connection any successor or similar forms or on SEC Form S-▇ ▇▇ ▇▇▇nection with a rights offeringbusiness combination or exchange offer, dividend reinvestment and/or direct investment plan, any employment benefit plan or the exercise or conversion by employees or lenders of options, warrants or similar rights) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all registration. The Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, shall keep such notice shall be given not less than fifteen (15) Business Days prior to strictly confidential until the expected date Company has made a public announcement of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statementproposed Public Offering. The Company shall, subject thereafter shall use its commercially reasonable efforts to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests from the Holders for inclusion therein on or before within 20 days after the date Holders' receipt of the Company's notice; provided, however, that is three (3) Business Days at any time after giving such written notice of its intention to register any Common Stock and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statementregistration statement filed in connection with such registration, as applicable. Notwithstanding anything to the contrary contained herein, if the Company may determine shall determine, in its sole discretion, for any reason not to proceed with any Piggyback Takedown upon the registration, the Company shall give written notice to the Holders of Registrable Securities requesting and thereupon the Company shall have no further obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register such Registrable Securities in connection with such Piggyback Takedownproposed Public Offering. Such termination of a Public Offering shall not relieve the Company from its obligation to pay the Registration Expenses to the extent incurred in connection therewith as provided in Section 1(b), or from its obligations hereunder with respect to any other Public Offering or a registration of such terminated Public Offering.

Right to Piggyback. If After the consummation of an IPO or a Listing (should either one occur), if the Company proposes to undertake file any registration statement under the marketing Securities Act for the purposes of a registered underwritten public offering of its Capital Stock common equity securities (whether or not for sale for its own account (other than a and including, but not limited to, registration statements relating to secondary offerings of common equity securities of the Company, but excluding the Shelf Registration Statement and registration statements relating to any registration on Form S-4 or S-8 or any successor or similar forms) (a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice to all the Shareholders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below‎2(b), use all commercially reasonable efforts to include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the receipt of the Company’s notice; provided, however, that the Company may at any time withdraw or cease proceeding with any such Piggyback Registration if it will at the same time withdraw or cease proceeding with the registration of all other Company common equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers common equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on or before the date that is three terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal within five (35) Business Days prior to the expected date anticipated effectiveness of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities such registration statement in such Piggyback Takedownconnection therewith.

Right to Piggyback. If If, at any time after the Company IPO, WIND proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account Common Equity Securities (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 or a Registration Statement any successor forms thereto, (ii) filed solely in connection with a rights offeringan exchange offer or any employee benefit or dividend reinvestment plan or (iii) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”filed pursuant to Section 2 hereof), the Company whether or not for its own account, then, each such time, WIND shall give prompt written notice of its intention such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”). Subject to subsection (b) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registrationhereof, such notice WIND shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company WIND has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities exercising their rights under this subsection (a) shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. WIND shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement; provided, however, that any Stockholder owning Common Equity Securities that has been included in such Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, as applicable. Notwithstanding anything in which event WIND shall promptly either withdraw such Registration Statement or file a post-effective amendment to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration Statement removing such Common Equity Securities.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (other than each, a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such offering (a “Piggyback Takedown”) registration and shall use its commercially reasonable efforts to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request from the Holder for inclusion therein on or before the date that is three within five (35) Business Days following the Holder’s receipt of the Company’s notice. If the Holder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) each Holder choosing to participate in such Piggyback Registration shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, no Holder may request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a demand registration required by Section 2.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 2.2 and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon written register such securities, the Company shall give notice to the Holders Holder (if participating in such Piggyback Registration) and, thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration.

Right to Piggyback. If Whenever the Company proposes to undertake register any of its securities under the marketing Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a registered underwritten offering holder of its Capital Stock for its own account Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (other than a Registration Statement ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or a Registration Statement any successor or similar forms), (iv) in connection with a rights offeringregistration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or (vi) pursuant to the Required Shelf Registration Statement, and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b3(c) belowand Section 3(d), shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing within 20 days after delivery of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company Company’s notice; provided that a Demand Party may determine not to proceed with any Piggyback Takedown upon provide by written notice to the Holders Company that no holder of Registrable Securities requesting to include their Other Investor Registrable Securities or Other any securities that are not Registrable Securityholders requesting Securities will have the right to include their Other Registrable Securities such securities in such Piggyback TakedownRegistration (in which case the Company need not give such notice to such holders or include any such securities in such Piggyback Registration).

Right to Piggyback. If Whenever the Company proposes to undertake file a Registration Statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of the Company’s equity securities (other than a Demand Registration Statement or registrations on Form S-4 S‑8 or S-8 or Form S‑4, a Registration Statement connection “Piggyback Registration”), and such registration may include the registration of Registrable Securities (together with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the Piggyback Registration , a “Requesting HoldersPiggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown, unless such time is waived by the Holders of a majority of the Registrable Securities that request such inclusion. In the case of a Piggyback Takedown that is an offering under a Registration Statement registration statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days 15 days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(b) and Section 4(c) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) within five Business Days prior to after sending the expected date of commencement of marketing efforts or the filing Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Registration StatementCompany to proceed with a Piggyback Takedown, as applicable. Notwithstanding anything to the contrary contained herein, and the Company may determine not to proceed with cancel any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown. Any Holder of Registrable Securities may withdraw its request for inclusion of Registrable Securities in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw from that registration within two days prior to the expected date of the commencement of marketing efforts for such Piggyback Takedown; provided, however, that the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown.

Right to Piggyback. If Subject to the last sentence of this paragraph (1), whenever the Company proposes to undertake register any shares of Common Stock under the marketing of a registered underwritten offering of its Capital Stock for its own account (Act at any time after the Second Anniversary, other than (A) a Registration Statement registration statement on Form S-4 or S-8 (or a Registration Statement any successor forms or comparable foreign forms) or filed in connection with an exchange offer or (B) an offering of securities solely to the Company’s existing shareholders (a rights offering) or “Proposed Registration”), and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice to each Original Shareholder of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallwill, subject to the provisions of Section 4(b4(a)(2) belowhereof, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before from each Original Shareholder within 15 days after receipt of the date Company’s notice, provided that is three (3) Business Days if, at any time after giving written notice of its intention to register any shares of Common Stock and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities requesting and, thereupon, (1) in the case of a determination not to include their Registrable Securities or Other Registrable Securityholders requesting register, shall be relieved of its obligation to include their Other register any Registrable Securities in connection with such registration, and (2) in the case of delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public pursuant to this Section 4 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. No Original Shareholder will be entitled to include Registrable Securities pursuant to this Section 4(a) (1) in a registration statement relating to the initial public offering of shares of Common Stock (or securities exchangeable or exercisable for or convertible into Common Stock, or the Common Stock underlying such exchangeable or convertible securities). If the Company proposes, in conjunction with a Piggyback TakedownRegistration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the shares of Common Stock for distribution in any province of Canada (a “Canadian Offering”), the Original Shareholders shall be entitled to participate in such Canadian Offering to the same extent and on the same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as they are entitled to participate in the Piggyback Registration under this Agreement.

Right to Piggyback. If If, at any time after the Initial Public Offering, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock for its own account (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or any employee benefit or dividend reinvestment plan), for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)its own account, then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the 1933 Act (other than pursuant to a Registration Statement transaction described in Rule 145 of the 1933 Act or on Form S-4 or S-8 S-8), whether or a Registration Statement connection with a rights offering) or not for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)sale for its own account, the Company shall will each time give prompt written notice of its intention such proposed filing to effect such offering the Purchasers (a “Piggyback Takedown”i) to in all Holders of Registrable Securities cases at least 30 days before the anticipated effective date and Other Registrable Securityholders. In (ii) in the case of a Piggyback Takedown that is an offering proposed registration in connection with the exercise of any demand registration rights (other than the demand registration rights under a Shelf Registration, such notice shall be given not less than fifteen Section 15.1 hereof) within five (155) Business Days prior after the Company receives notice of such demand. Such notice shall offer the Purchasers the opportunity to register such amount of their Registrable Securities as they shall request (a "PIGGYBACK REGISTRATION") subject to Sections 15.2(b) and 15.2(c) hereof. Subject to Sections 15.2(b) and 15.2(c) hereof, the expected date of commencement of marketing efforts for Company shall include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after such notice has been given by the Company to the Purchasers; provided that the Company (as determined by the Board) may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered thereunder (but shall still be obligated to pay all Registration Expenses in connection therewith), PROVIDED, HOWEVER, that any such withdrawal or termination shall be without prejudice to the rights of the Purchasers to cause such registration to be effected pursuant to a registration under Section 15.1 hereof. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Purchasers shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected date effective time of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration unless the Purchasers have otherwise agreed with the underwriters of such offering.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock for its own account (other than a Registration Statement registration statement on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 or a Registration Statement any successor forms thereto relating to shares of Common Stock to be issued solely in connection with (i) any acquisition of another entity or business or (ii) a rights offering) stock option or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”). Subject to Section 3(b) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within fifteen (15) days after notice has been given to the applicable holder. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 3(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time at least two business days prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If on or after the Company first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to undertake the marketing of a registered underwritten offering of its Capital register Parent Common Stock (for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or stockholders F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the Company not party hereto public under the Securities Act (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(b) belowterms hereof, shall use commercially reasonable efforts to include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before (which request shall specify the date number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that is three (3i) Business Days if, at any time after giving written notice of its intention to register any securities and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon the proposed registration, the Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to include be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or Other Registrable Securityholders requesting to include their Other Registrable Securities appropriate in such Piggyback Takedowncombined primary and secondary offerings.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock securities under the Securities Act (for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders Person), and the registration form proposed to be used may be used to register the resale of the Company not party hereto Registrable Securities (the each, a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to the Stockholder of its intention to effect such offering (a “Piggyback Takedown”) registration and shall use its reasonable best efforts to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein on or before the date that is three within five (35) Business Days following the Stockholder’s receipt of the Company’s notice. If the Stockholder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 2(a)3(a) and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon written register such securities, the Company shall give notice to the Holders Stockholder (if participating in such Piggyback Registration) and, thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration.

Right to Piggyback. If If, at any time after the Initial Public Offering, the Company proposes to undertake file a Registration Statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock for its own account (other than a Registration Statement registration statement (i) on Form S-4 S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)its own account, then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 120 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If the Company at any time proposes to undertake file a registration statement under the marketing Securities Act with respect to an offering (a “Piggyback Registration”) of a registered underwritten offering of its Capital any New Common Stock for its own account (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto or (c) relating solely to a Registration Statement connection with a rights offering) or for transaction under Rule 145 under the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of its intention to effect such offering (a the “Piggyback TakedownNotice”) of such proposed filing to all the Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) at least 15 Business Days prior before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Holders with the opportunity to request to register such amount of Registrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Holders under this Article V shall be subject to the provision of Section 4.1(g) and Section 4.4(b), if applicable. The Company shall, subject shall use its reasonable best efforts to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three (3) within 10 Business Days prior after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the expected date provisions of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownArticle VI.

Right to Piggyback. If National Beef or any other Person that has demand registration rights (a “Third Party Holder”) at any time after the Company expiration of any underwriter lock-up period applicable to the IPO proposes to undertake register shares of Common Stock under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than a Registration Statement registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a Registration Statement connection with a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, National Beef will, at each such time, give prompt written notice to the Founding Members of its intention to do so and of the Founding Members’ rights offering) or for under this Agreement. Upon the account written request of any other stockholder or stockholders Founding Member made within 10 days after the receipt of any such notice (which request shall specify the Company not party hereto (the “Requesting Holders”Registrable Securities intended to be disposed of by such Founding Member), National Beef will use its reasonable best efforts to effect the Company shall give prompt registration under the Securities Act of all Registrable Securities which National Beef has been so requested to register by the Founding Members; provided, however, that (a) if, at any time after giving written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities register any securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected effective date of commencement of marketing efforts the registration statement filed in connection with such registration, National Beef or such Third Party Holder shall determine for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine any reason not to proceed with any Piggyback Takedown upon the proposed registration of the securities to be sold by it, National Beef may, at its election, give written notice of such determination to the Holders each Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration, and (b) if such registration involves an underwritten offering, all Founding Members requesting to include be included in National Beef’s or such Third Party Holder’s registration shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by National Beef or Other Registrable Securityholders requesting such Third Party Holder on substantially the same terms and conditions as apply to include their Other Registrable Securities National Beef or such Third Party Holder, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in such Piggyback Takedowncombined primary and secondary offerings. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. (i) If the Company proposes to undertake register any shares of Common Stock under the marketing of a registered underwritten offering of its Capital Stock for Securities Act on its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering“Primary Registration”) or for the account of others after the one (1) year anniversary of the Closing (other than (A) pursuant to a registration on Form S-8, or any other stockholder successor form, relating to equity securities issuable upon exercise of employee stock options in connection with any employee benefit or stockholders similar plan of the Company, (B) in connection with a direct or indirect business combination involving the Company and another Person, (C) for an exchange offer or offering of securities solely to the existing shareholders of the Company not party hereto or its subsidiaries, (D) for a dividend reinvestment plan or similar plan or (E) pursuant to a registration statement required to be filed, pursuant to Chapter 11 of Title 11 of the “Requesting Holders”)United States Code and/or applicable non-bankruptcy law, in accordance with a Chapter 11 plan of an current or former equity holder of the Company, the Company shall give prompt written provide notice of its intention to effect such offering (a the “Piggyback TakedownNotice”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen Newtek at least twenty (1520) Business Days prior to the expected anticipated filing date of commencement of marketing efforts for the registration statement relating to such Piggyback Takedownregistration. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such Such notice shall set forth Newtek’s rights under this Section 3(a) and shall offer Newtek the opportunity to include in such registration statement the number of Registrable Securities proposed to be given not less than thirty registered as Newtek may request (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalla “Piggyback Registration”), subject to the other terms and conditions of this Agreement, including, without limitation, the provisions of Section 4(b3(c) belowand Section 3(d) of this Agreement. In no event shall a Piggyback Registration be considered an Underwritten Takedown for purposes of Section 2. (ii) Upon the request of Newtek made within ten (10) Business Days of the Piggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by Newtek) and the minimum price, include if any, below which Newtek will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or changed in such Piggyback Takedownthe discretion of Newtek), as applicablethe Company shall include, or if an underwritten offering, shall cause the underwriter(s) to include, all Registrable Securities and all Other Registrable Securities with respect to which that the Company has received written requests for inclusion therein on or before been so requested to include by Newtek, and shall use its reasonable best efforts to effect the date registration under the Securities Act of all Registrable Securities that is three (3) Business Days prior the Company has been so requested to register by Newtek, to the expected date of commencement of marketing efforts or extent required to permit the filing disposition of the Registration StatementRegistrable Securities so to be registered; provided that, as applicable. Notwithstanding anything if such registration involves an underwritten offering, Newtek must sell its Registrable Securities to be registered to the contrary contained herein, the Company may determine not underwriters selected pursuant to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection (3)(d).

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock under the Securities Act (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder one or more stockholders of the Company not party hereto Company, and the registration form to be used may be used for any registration of Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt (but in no event less than ten (10) Business Days before the anticipated filing date of such registration statement) written notice to the Holders of its intention to effect such offering a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to the Holders the opportunity to register a “Piggyback Takedown”) to all Holders number of Registrable Securities and Other Registrable Securityholders. In as the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen Holders may request in writing within ten (1510) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing after receipt of such Registration Statementwritten notice from the Company. The Company shall, subject to the provisions of Section 4(b2(c)(ii) belowand Section 2(c)(iii), include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests request for inclusion therein on or before the date that is three within ten (310) Business Days prior to after the expected date of commencement of marketing efforts or the filing receipt of the Registration StatementCompany’s notice, as applicable. Notwithstanding anything to long as the contrary contained hereinelecting Holders, collectively, reasonably expect aggregate gross proceeds in excess of twenty million dollars ($20,000,000.00) (or any lesser amount representing all of the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include held by such electing Holders) (the “Minimum Amount”) from the sales of their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion upon reasonable notice to the Holders.

Right to Piggyback. If (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to undertake sell Common Stock in any Underwritten Offering (including any such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by Other Holders, a “Piggyback Rights Company Offering”), at least seven (7) Business Days prior to (i) the marketing of a registered underwritten offering of its Capital Stock Offering Launch Date for its own account such Piggyback Rights Company Offering or (other than ii) if a Registration Statement on Form S-4 or S-8 or is not effective, filing a Registration Statement connection with respect to a rights offering) or for the account of any other stockholder or stockholders of the proposed Piggyback Rights Company not party hereto (the “Requesting Holders”)Offering, the Company shall give prompt written notice of its intention such proposed Piggyback Rights Company Offering to effect all Notice Holders (the “Offering Notice”), which notice shall offer the Notice Holders the opportunity to include such offering number of Registrable Common Securities in the Piggyback Rights Company Offering as each such Notice Holder may request. Subject to Section 3.2(a), each Notice Holder will have the right (a “Piggyback TakedownRights”) to all Holders of include in such Piggyback Rights Company Offering (and Registration Statement, if applicable) any Registrable Common Securities and Other Registrable Securityholders. In requested to be included by such Notice Holder by notice to the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen Company provided within four (154) Business Days prior after the Company provides the Offering Notice; provided, that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any such Piggyback Rights Company Offering if such Notice Holder has not provided to the expected date of commencement of marketing efforts for Company, in writing within such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registrationfour (4) Business Day period, such notice shall be given not less than thirty information regarding such Notice Holder (30including such Notice Holder’s ownership of Registrable Common Securities) Business Days prior to as the expected date of filing of such Registration Statement. The Company shall, subject to may reasonably request in the Offering Notice in accordance with the provisions of Section 4(b5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such four (4) below, Business Day-period requesting to include any of its Registrable Securities in such Piggyback TakedownRights Company Offering agrees that, as applicable, all Registrable Securities if any information contained in the Notice and all Other Registrable Securities with respect Questionnaire that it most recently provided to which the Company has received written requests for inclusion therein on or before the date that is three incorrect, then it will provide a new Notice and Questionnaire within such four (34) Business Days prior Day-period, and, in the absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicablemost recent Notice and Questionnaire provided by such Notice Holder is correct. Notwithstanding anything to the contrary contrary, (x) this Section 3.1 will not apply to any offering of preferred securities (other than Preferred Stock), debt securities or debt securities convertible into or exchangeable for, or warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the related registration statement registers the issuance of Common Stock upon conversion, exchange or exercise of such debt securities, warrants or rights; and (y) no Holder that is not a Notice Holder will have any rights pursuant to this Article III. (b) Each Holder agrees that such ▇▇▇▇▇▇ will treat as confidential the receipt of any Offering Notice and shall not disclose or use the information contained hereinin such Offering 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 such Holder in breach of the terms of this Agreement. (c) The Company shall have the right to determine the Offering Launch Date for any Piggyback Rights Company Offering. The Company shall also have the right to determine the structure of the Piggyback Rights Company Offering, the right to determine the underwriters (and their roles) in the Piggyback Rights Company Offering and the right to negotiate the terms of any underwriting agreement (other than those provisions relating to the Holders), including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount. The Company may determine not to proceed with any Piggyback Takedown upon written notice Rights Company Offering, and the Notice Holders shall be permitted to withdraw any of their Registrable Common Securities included therein, in each case at any time prior to the pricing of such Piggyback Rights Company Offering. The Company shall coordinate with the Notice Holders in connection with the fulfillment of Registrable Securities requesting its responsibilities pursuant to Section 5.1. (d) The Company will not grant any Other Holders with rights to include their Registrable Securities or any securities of such Other Registrable Securityholders requesting Holders in any Demand Underwritten Offering unless such rights are subject to include their Other Registrable Securities limitations substantially similar to those set forth in such Piggyback TakedownSection 3.2.

Right to Piggyback. If at any time during the Registration Period the Company proposes to undertake file a registration statement under the marketing Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a registered firm commitment underwritten offering of its Capital Stock solely for cash for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 or a Registration Statement any successor forms thereto, or (ii) filed solely in connection with a rights offering) dividend reinvestment plan or for the account of any other stockholder employee benefit plan covering officers or stockholders directors of the Company not party hereto or its Affiliates), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or before any portion of the date that is three (3) Business Days Registrable Shares of such Holder from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration StatementStatement with respect to such Piggyback Registration and the Company does not exercise its right to abandon the Registration Statement under Section 3(c), as applicable. Notwithstanding anything the withdrawing Holders shall reimburse the Company for the portion of the SEC registration fee payable with respect to the contrary contained hereinRegistrable Shares so withdrawn and all other registration expenses allocable to such Registrable Shares of the types described in clauses (i), the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders (ii) and (vii) of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 6 hereof.

Right to Piggyback. If the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable SecurityholdersSecurities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty five (305) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) 0 below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If Subject to the terms of this Agreement, at any time and from time to time following 180 days after the effectiveness of the Mandatory Registration, if the Company proposes at any time determines to undertake the marketing of file a registered underwritten Registration Statement with respect to any offering of its Capital Stock securities for its own account or for the account of any stockholder who holds its securities (other than (i) a Registration Statement registration on Form S-4 or S-8 or any similar or successor form to such forms, (ii) a Registration Statement connection with a rights offering) registration of securities solely relating to an offering and sale to employees, directors or for the account of any other stockholder or stockholders consultants of the Company not party hereto pursuant to any employee stock plan or other employee benefit plan arrangement or (the iii) a registration of non-convertible debt securities) (a “Requesting HoldersPiggyback Registration”)) then, as expeditiously as reasonably possible following such determination, the Company shall give prompt written notice (the “Incidental Registration Notice”) of its intention to effect such offering a registration to all Investors, and such notice shall offer the Investors the opportunity to register such number of Registrable Securities as each such Investor may request in writing. Subject to Sections 3(c) and 3(d), the Company shall include in such Registration Statement all such Registrable Securities which are requested in writing by an Investor (a “Piggyback TakedownParticipation Notice”) to all Holders of Registrable Securities be included therein, on the same terms and Other Registrable Securityholders. In conditions as the case of a Piggyback Takedown that is an offering under a Shelf Registrationsecurities otherwise being sold in such registration, such notice shall Piggyback Participation Notice to be given not less than received within fifteen (15) Business Days prior to days after the expected date of commencement of marketing efforts for such Piggyback Takedownthe Incidental Registration Notice. In the case of Any Investor that does not timely deliver a Piggyback Takedown that is Participation Notice shall be deemed to have waived its right to participate in the Piggyback Registration. If an offering under a Registration Statement that is Investor decides not a Shelf to include all of its Registrable Securities in any Piggyback Registration, such notice Investor shall be given not less than thirty (30) Business Days prior nevertheless continue to have the expected date of filing of such Registration Statement. The Company shall, subject right to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all any Registrable Securities and all Other Registrable Securities in any subsequent Piggyback Registration as may be filed by the Company with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing offerings of the Registration StatementCompany’s securities, as applicable. Notwithstanding anything to all upon the contrary contained terms and conditions set forth herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If Subject to the terms and conditions hereof, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company Persons that do not party hereto constitute Stockholders, (the each such registration, a “Requesting HoldersPiggyback Registration”), the Company shall give the Global Stockholders prompt written notice thereof (but not less than ten business days prior to the initial filing by the Company with the Commission of its intention to effect such offering the registration statement or prospectus supplement with respect thereto). Such notice (a “Piggyback TakedownNotice”) shall specify, at a minimum and as applicable, the number or aggregate dollar amount of equity securities proposed to all Holders of Registrable Securities and Other Registrable Securityholders. In be registered, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. The Company shallUpon the written request of any Global Stockholder on behalf of any Person that on the date of the Piggyback Notice constitutes a Stockholder (such Person, a “Piggyback Seller”) given within ten days after such Piggyback Notice is received by the Global Stockholders (which request shall (x) specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller and (y) provide a representation from the proposed selling Stockholder that all such shares proposed for sale constitute Registrable Securities), the Company, subject to the provisions terms and conditions of Section 4(b) belowthis Agreement, include in shall use its reasonable best efforts to cause all such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities be included in such Piggyback TakedownRegistration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Right to Piggyback. If (i) Whenever the Company is required or proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (including primary and secondary registrations, and other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt at least fifteen (15) days prior written notice to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b) below1(b), will include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such H▇▇▇▇▇ will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or before registration statements as may be filed by the date that Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a registration statement under which the Company gives notice under this section 1 is three for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (35) Business Days prior to the expected effective date of commencement the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of marketing efforts such Holder, or the filing estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the Registration Statement, as applicable. Notwithstanding anything foregoing persons will be deemed to be a single ‘Holder,’ and any pro rata reduction with respect to such ‘Holder’ will be based upon the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders aggregate amount of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities shares carrying registration rights owned by all entities and individuals included in such Piggyback Takedown‘Holder,’ as defined in this sentence.

Right to Piggyback. If the Company Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock by and for its own the account of the Corporation (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders dividend reinvestment plan), or any shareholder of the Company not party hereto (the “Requesting Holders”)Corporation, then, each such time, the Company Corporation shall give prompt written notice of its intention such filing not later than ten (10) days following the initial filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Whenever the Company proposes to undertake register any securities (the marketing of a registered underwritten offering of its Capital Stock for its own account "Priority Securities") under the Securities Act (other than pursuant to (1) a Registration Statement Demand Registration, for which "piggyback" rights are provided in Section 3 hereof, (2) a registration of the issuance by the Company, or the resale by any holder of Partnership Units, of any securities of the Company issued upon redemption of such Partnership Units, (3) a registration statement on Form S-8 or Form S-4 or S-8 any similar form or (4) a Registration Statement connection with registration the primary purpose of which is to register debt securities), and a rights offering) or registration form to be used in such registration may be used for the account registration of any other stockholder or stockholders Registrable Securities of the Company not party hereto same class (the “Requesting Holders”a "Piggyback Registration"), the Company shall give prompt written notice of its intention to effect such offering (a “"Piggyback Takedown”Notice") to all Holders of Registrable Securities and Other Registrable Securityholders. In of such class (including, in the case of a Piggyback Takedown that is an offering under a Shelf RegistrationRegistration involving Common Stock, such notice shall be given not less than fifteen (15) Business Days prior to the expected date all Partnership Unit Holders for purposes of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, this Section 4 but subject to Section 4(e) hereof and all applicable restrictions and limitations on the provisions redemption of Section 4(b) belowPartnership Units set forth in the ARC IV Partnership Agreement, include in order to afford such Holders the opportunity to participate in such Piggyback TakedownRegistration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering) of its intention to effect such a registration. Subject to Section 4(c) and 4(d), as applicable, the Company shall include in any such registration by it all Registrable Securities and all Other Registrable Securities of the same class as the securities being registered with respect to which the Company it has received written requests for inclusion therein from the Holders thereof within 20 days after the receipt of the Company's Piggyback Notice; provided, however, that (A) if such Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder's Registrable Securities as contemplated by Section 5(a) hereof, (B) if, at any time after giving written notice pursuant to this Section 4(a) of its intention to register any Priority 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 such Priority Securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of Holders of Registrable Securities under Section 3), (C) in the event of the initial public offering by the Company of shares of Common Stock, the Company may determine, in its sole and absolute discretion, that such registered offering shall not constitute a Piggyback Registration for purposes of this Section 4 only, and in the event of such a determination no Holder shall have any rights under this Section 4 with respect to such offering, and (D) it shall be a condi tion to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC IV Partnership Agreement shall prohibit or before restrict the date redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Piggyback Registration and that is three (31) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package not less than five (5) Business Days prior to the expected closing date of commencement such offering, and (2) in the case of marketing efforts or the filing of the Registration Statementany other offering, as applicable. Notwithstanding anything such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package a reasonable time prior to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders proposed sale of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other such Holder's Registrable Securities in such Piggyback Takedownoffering, as deter mined by the Company.

Right to Piggyback. If Whenever the Company proposes to undertake file a Registration Statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of the Company’s equity securities (other than a Demand Registration Statement or registrations on Form S-4 or S-8 or Form S-4, a Registration Statement connection “Piggyback Registration”), and such registration may include the registration of Registrable Securities (together with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the Piggyback Registration , a “Requesting HoldersPiggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown, unless such time is waived by the Holders of a majority of the Registrable Securities that request such inclusion. In the case of a Piggyback Takedown that is an offering under a Registration Statement registration statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days 15 days prior to the expected date of filing of such Registration Statementregistration statement. The Company shall, subject to the provisions of Section 4(b) and Section 4(c) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) within five Business Days prior to after sending the expected date of commencement of marketing efforts or the filing Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Registration StatementCompany to proceed with a Piggyback Takedown, as applicable. Notwithstanding anything to the contrary contained herein, and the Company may determine not to proceed with cancel any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown. Any Holder of Registrable Securities may withdraw its request for inclusion of Registrable Securities in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw from that registration within two days prior to the expected date of the commencement of marketing efforts for such Piggyback Takedown; provided, however, that the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If the Company Each time TERP proposes to undertake the marketing of a registered underwritten offering (i) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or under U.S. Securities Laws for sale to the public (whether for the account of TERP or the account of any security holder of TERP) or (ii) sell any of its equity securities (other stockholder or stockholders of the Company not party hereto than pursuant to an Excluded Registration) and with respect to which a Shelf Registration and prospectus supplement are expressly being utilized to effect such sale (the clause (i) and (ii) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company TERP shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such Shares (which notice shall be given not less than fifteen twenty (1520) Business Days days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In TERP’s Registration Statement or not less than ten (10) days in the case of a Piggyback Takedown that is an offering under a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement that is not a Shelf Registrationor prospectus supplement, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallas applicable, subject to the provisions limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement or prospectus supplement, as applicable, shall so advise TERP in writing (stating the number of Registrable Shares desired to be registered) within ten (10) days after the date of such notice from TERP (or within one (1) Business Day in the case of a “block trade” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement or prospectus supplement, as applicable, pursuant to this Section 4(b) 2.2.1 by giving written notice to TERP of such withdrawal. Subject to Section 2.2.2 below, TERP shall include in such Piggyback TakedownRegistration Statement or prospectus supplement, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that TERP may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any Piggyback Takedown upon written notice such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to the Holders of Registrable Securities requesting to include their Registrable Securities be registered or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownsold.

Right to Piggyback. If the Company proposes to undertake the marketing of file a registered underwritten Registration Statement in connection with a public offering of any of its Capital Stock for its own account securities (other than in connection with a Demand Registration and other than a Registration Statement on Form S-4 or S-8 Form S-8, or a Registration Statement any comparable successor form or form substituting therefor, or filed in connection with any exchange offer or an offering of securities solely to the Company's existing shareholders) (a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”"Piggyback Registration Statement"), whether or not for sale for its own account, then each such time the Company shall give prompt written notice of a proposed offering (a "Piggyback Notice") to the holders of Registrable Securities of its intention to effect such offering a registration at least twenty (a “Piggyback Takedown”20) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Piggyback Notice shall offer the holders of Registrable Securities the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request ("Piggyback Registration"). The Company shallwill, subject to the provisions limitations set forth in Sections 4.3 and 4.4 of Section 4(b) belowthis Agreement, include in such Piggyback TakedownRegistration Statement (and related qualifications under blue sky laws) and the underwriting, as applicableif any, involved therein, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three within fifteen (315) Business Days prior to the expected date of commencement of marketing efforts or the filing days after receipt of the Registration StatementPiggyback Notice (five (5) days if the Company gives telephonic notice to all registered holders of the Registrable Securities, as applicablewith written confirmation to follow promptly thereafter). Notwithstanding anything to the contrary contained hereinabove, the Company may determine determine, at any time, not to proceed with any such Piggyback Takedown upon written notice Registration Statement. Such determination, however, will be without prejudice to the Holders rights of holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in demand the continuation of such Piggyback TakedownRegistration Statement under Section 3 hereof.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing sell any of its Common Stock pursuant to a registered registration statement in an underwritten offering of its Capital Stock under the Securities Act (a “Piggyback Offering”), whether or not for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)account, the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback TakedownNotice”) to all Holders of Registrable Securities and Other Registrable Securityholdersof its intention to effect such Piggyback Offering; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Offerings, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown Offering that is an underwritten offering under a Shelf Registrationshelf registration statement, such notice shall be given not less than fifteen (15) five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback TakedownOffering. In the case of a Piggyback Takedown Offering that is an underwritten offering under a Registration Statement registration statement that is not a Shelf Registrationshelf registration statement, such notice shall be given not less than thirty (30) five Business Days prior to the expected date of filing of such Registration Statementregistration statement. The Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within one Business Day after the receipt of any Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and the Company shall, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), include in such Piggyback TakedownOffering, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within one Business Day after sending the date that Piggyback Notice. For the avoidance of doubt, if such request is three (3not received by the Company in a timely fashion in accordance with this section, the failure to submit a timely request shall be deemed a waiver of such Holder’s rights pertaining to this Section 3(a) Business Days prior with respect to such Piggyback Offering but shall not be deemed to be a waiver with respect to any future Piggyback Offerings. For the expected date avoidance of commencement doubt, a Piggyback Offering shall not be considered an Requested Underwritten Offering for purposes of marketing efforts or the filing of the Registration Statement, as applicableSection 2. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown Offering upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownOffering.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten register an offering of any of its Capital Stock for its own account securities under the Securities Act (other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a Registration Statement Demand Registration, (iii) pursuant to a Takedown Demand, (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) a Registration Statement registration relating solely to employment benefit plans, (vi) in connection with a rights offeringregistration the primary purpose of which is to register debt securities, or (vii) or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all Investor Parties (which notice shall be held in confidence by the Investor Parties until the offering is publicly disclosed) of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(bSections 4(c) belowand 4(d) hereof, shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days after the delivery of the Company’s notice; provided that any such other Investor Party may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts applicable registration statement becoming effective. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the filing of then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), as applicable. Notwithstanding anything the Investor Parties shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the contrary contained herein, the Company may determine not same limitations that are applicable to proceed with any other Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

Right to Piggyback. If the Company Corporation or any other Person that has demand registration rights (a “Third Party Registrant”) at any time after the expiration of any underwriter lock-up period applicable to the IPO proposes to undertake register equity securities under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than a Registration Statement registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a Registration Statement connection with a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Corporation will, at each such time, give prompt written notice to KRH of its intention to do so and of KRH’s rights offering) or for under this Agreement. Upon the account written request of KRH made within 15 days after the receipt of any other stockholder or stockholders such notice (which request shall specify the Registrable Securities intended to be disposed of the Company not party hereto (the “Requesting Holders”by KRH), the Company shall give prompt Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by KRH; provided, however, that (a) if, at any time after giving written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities register any securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected effective date of commencement of marketing efforts for the registration statement filed in connection with such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration, the Company may Corporation or such Third Party Registrant shall determine for any reason not to proceed with any Piggyback Takedown upon the proposed registration of the securities to be sold by it, the Corporation may, at its election, give written notice of such determination to the Holders KRH and, thereupon, shall be relieved of its obligation to register any Registrable Securities requesting in connection with such terminated registration (but not from its obligation to include pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, KRH shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Corporation or Other Registrable Securityholders requesting such Third Party Registrant on substantially the same terms and conditions as apply to include their Other the Corporation or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, KRH may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such Piggyback Takedownregistration. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. If at any time during the period commencing on the date of this Agreement and ending on the date which is five hundred and forty (540) days after the Effective Time the Company proposes to undertake file a registration statement under the marketing of Securities Act with respect to a registered underwritten public offering of its Capital Stock securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten public offering solely for cash for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 or a Registration Statement any successor forms thereto, or (ii) filed solely in connection with a rights offeringdividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any other stockholder or stockholders holder of securities of the same type as the Registrable Shares (to the extent that the Company not party hereto has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder but excluding a Demand Registration), then the Company shall give written notice of such proposed filing to the Holders at least fifteen (15) days before the “Requesting Holders”anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on within ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or before any portion of the date that is three (3) Business Days Registrable Shares of such Holder from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration StatementStatement with respect to such Piggyback Registration, as applicable. Notwithstanding anything the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownShares so withdrawn.

Right to Piggyback. If the Company Each time BPY proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BPY or the account of any securityholder of BPY) or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the clause (a) and (b) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company BPY shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such Units (which notice shall be given not less than fifteen twenty (1520) Business Days days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In BPY’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration“bought deal” or “registered direct” financing), such which notice shall be given not less than thirty (30) Business Days prior offer each such Holder the opportunity to the expected date include any or all of filing of its Registrable Units in such Registration Statement. The Company shall, Shelf Registration or Prospectus, as applicable, subject to the provisions limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BPY in writing (stating the number of Registrable Units desired to be registered) within ten (10) days after the date of such notice from BPY (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 4(b2.2.1 by giving written notice to BPY of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BPY shall include in such Piggyback TakedownRegistration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Units so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BPY may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any Piggyback Takedown upon written notice such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to the Holders of Registrable Securities requesting to include their Registrable Securities be registered or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownsold.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing offer any of its Common Stock (a registered “Piggyback Takedown”) pursuant to a Registration Statement in any underwritten offering of its Capital Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders holders of the Company not party hereto Company’s securities (other than the Holders) (“Requesting Other Holders”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an underwritten offering under a Shelf Registrationshelf Registration Statement, such notice shall be given not less than fifteen (15) ten Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a Shelf Registrationshelf Registration Statement, such notice shall be given not less than thirty (30) ten Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below3.2 and Section 3.3, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) within ten Business Days prior after sending the Company’s notice and shall file any post effective amendment or Prospectus supplement necessary to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicableinclude such Registrable Securities. Notwithstanding anything to the contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown; and (ii) any Holder of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw that registration. For purposes of this Section 3, with respect to any Piggyback Takedown undertaken by the Company within one year of the Effective Date, the term “Holder” shall be deemed to include not only the Holders, but also all holders of the Company’s Common Stock who received such Common Stock pursuant to the Rights Offering (as defined in the Plan) and such holders’ shares of Common Stock shall be considered Registrable Securities.

Right to Piggyback. If (i) Whenever the Company after the date of a Triggering Financing (as such term is defined in the Purchase Agreement) is required or proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) (a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt at least thirty (30) days prior written notice to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(bSections 2(b) belowand 2(c), will include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within twenty (20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or before registration statements as may be filed by the date that Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a Registration Statement under which the Company gives notice under this Section 2 is three for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (310) Business Days prior to the expected effective date of commencement the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of marketing efforts such Holder, or the filing estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the Registration Statement, as applicable. Notwithstanding anything foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders aggregate amount of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities shares carrying registration rights owned by all entities and individuals included in such Piggyback Takedown“Holder,” as defined in this sentence.

Right to Piggyback. If Whenever the Company Corporation proposes to undertake register any of its securities under the marketing of Securities Act (other than pursuant to a registered underwritten Demand Registration hereunder) in connection with the public offering of its Capital Stock such securities, whether or not for sale for its own account (other than a Registration Statement registration relating solely to the sale of securities issued to employees, directors and consultants of the Corporation under an employee benefit plan on Form S-8 or similar form which may be promulgated in the future, or a registration relating solely to securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or similar form which may be promulgated in the future), and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall Corporation will give prompt written notice (and in any event at least thirty (30) days prior to filing any registration statement with respect to such Piggyback Registration or, in the case of any demand registration other than a Demand Registration under this Agreement, within five (5) Business Days after its receipt of notice of any exercise of such demand registration rights) to all holders of the Registrable Shares of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities Shares (in accordance with the priorities set forth in Section 3.2 below) with respect to which the Company Corporation has received written requests for inclusion therein on or before within thirty (30) days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing delivery of the Registration Statement, as applicableCorporation’s notice. Notwithstanding anything The Corporation shall use its commercially reasonable efforts to maintain the contrary contained herein, the Company may determine not effectiveness of a registration statement filed with respect to proceed with any Piggyback Takedown upon written notice Registration at all times during the Registration Period. No Piggyback Registration effected under this Section 3.1 shall relieve the Corporation of its obligation to effect any Demand Registration under Sections 2.1 and 2.2, nor shall any Piggyback Registration be deemed to have been effected pursuant to Sections 2.1 and 2.2. There shall be no limit on the Holders number of times the holders of Registrable Securities requesting to include their Shares may request Piggyback Registration of Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownShares under this Section 3.1.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Class A Common Stock whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 or a Registration Statement any successor forms thereto, (ii) filed in connection with a rights offeringan exchange offer or any employee benefit or dividend reinvestment plan or (iii) or for relating solely to the account offer and sale of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”debt securities), then the Company shall give prompt written notice of its intention such filing no later than five business days prior to effect the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”); provided, however, that until the expiration of the transfer restrictions set forth in Section 4.2(a) of the Investment Agreement, the Company shall only be required to all Holders use its reasonable best efforts to register the subsequent resale of such Registrable Securities and Other Registrable Securityholders. In by the case of holders thereof under the registration statement subject to a Piggyback Takedown that is Registration and not to include such Registrable Securities with any securities sold pursuant to an offering under a Shelf Registrationthereunder (subject to Section 3(c)). Subject to Section 4(b), such notice the Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3each a “Piggyback Request”) Business Days prior within 10 business days after notice has been given to the expected date of commencement of marketing efforts or applicable holder. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (x) 180 days after the contrary contained herein, effective date thereof and (y) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Whenever the Company proposes to undertake register any securities under the marketing of a registered underwritten offering of its Capital Stock for its own account (Securities Act, other than pursuant to a Demand Registration Statement on Form S-4 or S-8 or under Section 3 (a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”"Piggyback Registration"), the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such offering a registration not later than the earlier to occur of (a “Piggyback Takedown”i) to all Holders the tenth day following receipt by the Company of Registrable Securities and Other Registrable Securityholders. In the case notice of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen exercise of other demand registration rights or (15ii) Business Days 45 days prior to the expected date of commencement of marketing efforts for such Piggyback Takedownanticipated filing date. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject Subject to the provisions of Section 4(bSections 4(c) belowand (d), the Company will include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten business days after the receipt by the applicable holder of Registrable Securities of the Company's notice. The holders of Registrable Securities will be permitted to withdraw all or before the date that is three (3) Business Days any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the expected date of commencement of marketing efforts or such Piggyback Registration becomes effective with the filing of SEC. If a Piggyback Registration is an underwritten offering effected under (i) Section 4(c), all Persons whose securities are included in the Piggyback Registration Statement, will be obligated to sell their securities on the same terms and conditions as applicable. Notwithstanding anything apply to the contrary contained herein, securities being issued and sold by the Company may determine not or (ii) Section 4(d), all Persons whose securities are included in the Piggyback Registration will be obligated to proceed with any Piggyback Takedown upon written notice sell their securities on the same terms and conditions as apply to the Holders of Registrable Securities requesting to include their Registrable Securities securities being sold by the Person or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Persons who initiated the Piggyback TakedownRegistration under Section 4(d).

Right to Piggyback. If (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to undertake sell Common Stock in any Underwritten Offering (including any such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by Other Holders, a “Piggyback Rights Company Offering”), at least seven Business Days prior to (i) the marketing of a registered underwritten offering of its Capital Stock Offering Launch Date for its own account such Piggyback Rights Company Offering or (other than ii) if a Registration Statement on Form S-4 or S-8 or is not effective, filing a Registration Statement connection with respect to a rights offering) or for the account of any other stockholder or stockholders of the proposed Piggyback Rights Company not party hereto (the “Requesting Holders”)Offering, the Company shall give prompt written notice of its intention such proposed Piggyback Rights Company Offering to effect all Notice Holders (the “Offering Notice”), which notice shall offer the Notice Holders the opportunity to include such offering number of Registrable Common Securities in the Piggyback Rights Company Offering as each such Notice Holder may request. Subject to Section 3.2(a), each Notice Holder will have the right (a “Piggyback TakedownRights”) to all Holders include in such Piggyback Rights Company Offering (and Registration Statement, if applicable) any Registrable Common Securities requested to be included by such Notice Holder by notice to the Company provided within four Business Days after the Company provides the Offering Notice; provided that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any such Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such four Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Securities and Other Registrable Securityholders. In Common Securities) as the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to Company may reasonably request in the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to Offering Notice in accordance with the provisions of Section 4(b) below5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such four Business Day period requesting to include any of its Registrable Securities in such Piggyback TakedownRights Company Offering agrees that, as applicable, all Registrable Securities if any information contained in the Notice and all Other Registrable Securities with respect Questionnaire that it most recently provided to which the Company has received written requests for inclusion therein on or before is incorrect, then it will provide a new Notice and Questionnaire within such four Business Day Period, and, in the date absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicablecorrect. Notwithstanding anything to the contrary contrary, (x) this Section 3.1 will not apply to any offering of preferred securities, debt securities, or debt securities convertible into or exchangeable for, or warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the related registration statement registers the issuance of Common Stock upon conversion, exchange or exercise of such debt securities, warrants or rights; and (y) no Holder that is not a Notice Holder will have any rights pursuant to this Article III. (b) Each Holder agrees that such Holder will treat as confidential the receipt of any Offering Notice and shall not disclose or use the information contained hereinin such Offering 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 such Holder in breach of the terms of this Agreement. (c) The Company shall have the right to determine the Offering Launch Date for any Piggyback Rights Company Offering. The Company shall also have the right to determine the structure of the Piggyback Rights Company Offering, the right to determine the underwriters (and their roles) in the Piggyback Rights Company Offering and the right to negotiate the terms of any underwriting agreement (other than those provisions relating to the Holders), including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount. The Company may determine not to proceed with any Piggyback Takedown upon written notice Rights Company Offering, and the Notice Holders shall be permitted to withdraw any of their Registrable Common Securities included therein, in each case at any time prior to the pricing of such Piggyback Rights Company Offering. The Company shall coordinate with the Notice Holders in connection with the fulfillment of Registrable Securities requesting its responsibilities pursuant to Section 5.1. (d) The Company will not grant any Other Holders with rights to include their Registrable Securities or any securities of such Other Registrable Securityholders requesting Holders in any Demand Underwritten Offering unless such rights are subject to include their Other Registrable Securities limitations substantially similar to those set forth in such Piggyback TakedownSection 3.2.

Right to Piggyback. If Except with respect to a Demand Registration, the Company procedures for which are addressed in Section 3, if the Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock whether or not for sale for its own account (other than a Registration Statement registration statement (x) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (y) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders of the Company not party hereto (the “Requesting Holders”dividend reinvestment plan), then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of its intention such filing no later than ten days after the filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on or before the date that is three (3) Business Days prior within ten days after notice has been given to the expected date of commencement of marketing efforts or applicable holder. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the holders of all of the Registrable Securities included in such Registration Statement, as applicable. Notwithstanding anything Any holder of Registrable Securities shall have the right to the contrary contained herein, the Company may determine not to proceed with any withdraw its Piggyback Takedown upon Request by giving written notice to the Holders Corporation of Registrable Securities requesting its request to include their Registrable Securities or Other Registrable Securityholders requesting withdraw at least ten business days prior to include their Other Registrable Securities in such Piggyback Takedownthe planned effective date of the related Registration Statement.

Right to Piggyback. If the Company Each time BBP proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BBP or the account of any securityholder of BBP) or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the clause (a) and (b) are each referred to as a “Requesting HoldersPiggyback Registration”), the Company BBP shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such Units (which notice shall be given not less than fifteen twenty (1520) Business Days days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In BBP’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration“bought deal” or “registered direct” financing), such which notice shall be given not less than thirty (30) Business Days prior offer each such Holder the opportunity to the expected date include any or all of filing of its Registrable Units in such Registration Statement. The Company shall, Shelf Registration or Prospectus, as applicable, subject to the provisions limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBP in writing (stating the number of Registrable Units desired to be registered) within ten (10) days after the date of such notice from BBP (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 4(b2.2.1 by giving written notice to BBP of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBP shall include in such Piggyback TakedownRegistration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Units so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BBP may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any Piggyback Takedown upon written notice such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to the Holders of Registrable Securities requesting to include their Registrable Securities be registered or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownsold.

Right to Piggyback. If Whenever the Company proposes to undertake register any securities (the marketing of a registered underwritten offering of its Capital Stock for its own account “Priority Securities”) under the Securities Act (other than pursuant to (1) a Demand Registration, for which “piggyback” rights are provided in Section 3 hereof, (2) the Warrant Shelf Registration Statement, (3) the Common Stock Shelf Registration Statement (except to the extent specifically referred to in Section 2(b) hereof), (4) a registration of the issuance by the Company, or the resale by any holder of Partnership Units, of any securities of the Company issued upon redemption of such Partnership Units, (5) a registration statement on Form S-8 or Form S-4 or S-8 any similar form or (6) a Registration Statement connection with registration the primary purpose of which is to register debt securities), and a rights offering) or registration form to be used in such registration may be used for the account registration of any other stockholder or stockholders Registrable Securities of the Company not party hereto same class (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback TakedownNotice”) to all Holders of Registrable Securities and Other Registrable Securityholders. In of such class (including, in the case of a Piggyback Takedown that is an offering under a Shelf RegistrationRegistration involving Common Stock, such notice shall be given not less than fifteen (15) Business Days prior to the expected date all Partnership Unit Holders for purposes of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, this Section 4 but subject to Section 4(e) hereof and all applicable restrictions and limitations on the provisions redemption of Section 4(b) belowPartnership Units set forth in the ARC LP Partnership Agreement, include in order to afford such Holders the opportunity to participate in such Piggyback TakedownRegistration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering) of its intention to effect such a registration. Subject to Section 4(c) and 4(d), as applicable, the Company shall include in any such registration by it all Registrable Securities and all Other Registrable Securities of the same class as the securities being registered with respect to which the Company it has received written requests for inclusion therein from the Holders thereof within 20 days after the receipt of the Company’s Piggyback Notice; provided, however, that (A) if such Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder’s Registrable Securities as contemplated by Section 5(a) hereof, (B) if, at any time after giving written notice pursuant to this Section 4(a) of its intention to register any Priority 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 such Priority Securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of Holders of Registrable Securities under Section 3), (C) in the event of the initial public offering by the Company of shares of Common Stock, the Company may determine, in its sole and absolute discretion, that such registered offering shall not constitute a Piggyback Registration for purposes of this Section 4 only, and in the event of such a determination no Holder shall have any rights under this Section 4 with respect to such offering, and (D) it shall be a condition to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC LP Partnership Agreement shall prohibit or before restrict the date redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Piggyback Registration and that is three (31) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package not less than five (5) Business Days prior to the expected closing date of commencement such offering, and (2) in the case of marketing efforts or the filing of the Registration Statementany other offering, as applicable. Notwithstanding anything such Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package a reasonable time prior to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders proposed sale of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other such Holder’s Registrable Securities in such Piggyback Takedownoffering, as determined by the Company.

Right to Piggyback. If For so long as a Holder holds any Registrable Securities, in the Company event the Registration Statement covering all Registrable Securities is not effective, whenever Katapult proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-8, Form F-8, Form S-4 or Form F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company Katapult shall give prompt written notice to such Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(b) belowSections 3.2 and 3.3, shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company Katapult has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date days after such ▇▇▇▇▇▇’s receipt of commencement of marketing efforts or the filing of the Registration Statement, as applicableKatapult’s notice. Notwithstanding anything to the contrary contained herein, the Company may determine not Katapult shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to Katapult of such request to withdraw at least five (5) days prior to the Holders effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve Katapult of its obligations to effect any registration of the sale of Registrable Securities requesting under Article II and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2.2.

Right to Piggyback. If Subject to the last sentence of this paragraph (1), whenever the Company proposes to undertake register any Common Shares under the marketing of a registered underwritten offering of its Capital Stock for its own account (Securities Act, other than a Registration Statement registration statement on Form S-4 or S-8 (or a Registration Statement any successor forms or comparable foreign forms) or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders (a rights offering“Proposed Registration”) or and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice to WP and the GW Shareholders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallwill, subject to the provisions of Section 4(b3(a)(2) belowhereof, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before from WP and the date GW Shareholders within 15 days after receipt of the Company’s notice, provided that is three (3) Business Days if, at any time after giving written notice of its intention to register any Common Shares and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities requesting and, thereupon, (a) in the case of a determination not to include their Registrable Securities or Other Registrable Securityholders requesting register, shall be relieved of its obligation to include their Other register any Registrable Securities in connection with such registration, and (b) in the case of delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. If the Company proposes, in conjunction with a Piggyback TakedownRegistration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the Common Shares for distribution in any province of Canada (a “Canadian Offering”), each holder of Registrable Securities shall be entitled, subject to applicable Canadian securities law, to participate in such Canadian Offering to the same extent and on the same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as such holder is entitled to participate in the Piggyback Registration under this Agreement.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock securities under the Securities Act (for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders Person), and the registration form proposed to be used may be used to register the resale of the Company not party hereto Registrable Securities (the each, a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to the Stockholder of its intention to effect such offering (a “Piggyback Takedown”) registration and shall use its best efforts to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein on or before the date that is three within five (35) Business Days following the Stockholder’s receipt of the Company’s notice. If the Stockholder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon written register such securities, the Company shall give notice to the Holders Stockholder (if participating in such Piggyback Registration) and, thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration.

Right to Piggyback. If Whenever Common Shares of the Company proposes are to undertake be registered under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than pursuant to a Demand Registration Statement and other than pursuant to a registration statement on Form S-4 F-4 or any similar form for the registration of Common Shares to be issued in connection with business combination transactions or similar transactions or Form S-8 or a Registration Statement connection with a rights offering) or any similar form for the account registration of any other stockholder Common Shares to be issued to benefit or stockholders incentive plans or arrangements, or successor forms) and the registration form to be used may be used for the registration of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice (and in any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s securities other than the Registrable Shares and at least 20 days prior to the filing of any registration statement) to the Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on or before within 10 days after the date Company’s notice has been given, subject to Sections 3(b) and 3(c) hereof. The Company will have the right to select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. If a Holder desires to include such Holder’s Registrable Shares in a Piggyback Registration that is three an underwritten offering, such Holder shall, as a condition to including such Holder’s Registrable Shares, enter into an underwriting agreement containing customary terms and conditions, including customary representations and indemnities (3) Business Days prior to the expected date of commencement of marketing efforts or the filing provided that such indemnities shall not be given by any subsidiary of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company where such subsidiary may determine not to proceed give such indemnity without being in breach of applicable law or with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities minimum solvency or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownliquidity regulation).

Right to Piggyback. If At any time and from time to time after the expiration of the Restriction Period (as such term is defined in the Purchase Agreement), if the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Act (other than pursuant to a Demand Registration Statement or a transaction under Rule 145 of the Act, or on Form S-4 or S-8 or a Registration Statement connection with a rights offeringany successor forms) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersNew Piggyback Registration”), the Company shall give prompt written notice to the Investor of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions terms of Section 4(bSections 3 (e) belowhereof, shall include in such Piggyback Takedown, as applicable, registration (and in any related underwriting) all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 20 days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing receipt of the Registration Statement, Company’s notice. If at the expiration of the “Restriction Period” (as applicable. Notwithstanding anything to such term is defined in the contrary contained hereinPurchase Agreement), the Company may determine not to proceed with any has a registration statement which is then effective and, if amended, the registration form could be used for the registration of Registrable Securities (an “Amended Piggyback Takedown upon Registration”), the Company shall give prompt written notice to the Holders Investor of whether it is willing to amend such registration statement to effect a registration of Registrable Securities requesting and if the Company is willing, the Company, subject to the terms of Sections 3(e) hereof, shall file an amended registration statement and include their in such amended registration statement (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities or Other Registrable Securityholders requesting with respect to include their Other Registrable Securities which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. A New Piggyback Registration and an Amended Piggyback Registration are each referred to in such this Agreement as a “Piggyback TakedownRegistration.”

Right to Piggyback. If If, at any time after an Initial Public Offering, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account Registrable Securities (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)its own account, then, each such time, the Company shall give prompt written notice of its intention such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred twenty (120) days after the contrary contained herein, effective date thereof or for two years in the Company may determine not to proceed with any Piggyback Takedown upon written notice to case of a “shelf” Registration Statement and (ii) consummation of the Holders distribution by the holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock Common Shares, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (other than a Registration Statement registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 any successor forms thereto or a Registration Statement connection with a rights offering(ii) filed to effectuate an offering and sale to employees or for the account of any other stockholder or stockholders directors of the Company not party hereto (the “Requesting Holders”or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then the Company shall give prompt written notice of its intention such filing no later than ten (10) Business Days prior to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registrationfiling date, such notice shall be given not less than or, fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In in the case of a Piggyback Takedown that is an offering Public Offering under a Registration Statement that is not a Shelf Registrationshelf registration statement, the anticipated pricing or trade date (the “Piggyback Notice”), to all of the holders of Registrable Securities. The Piggyback Notice shall offer such notice shall holders the opportunity to include (or cause to be given not less than thirty (30included) Business Days prior to the expected date of filing of in such Registration Statement, or to sell in such Public Offering, the number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). The Company shall, subject Subject to the provisions of Section 4(b) below), the Company shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3each a “Piggyback Request”) within five (5) Business Days prior after notice has been given to the expected date of commencement of marketing efforts or applicable holder. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the contrary contained herein, effective date thereof and (y) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities (other than those making Piggyback Requests) included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If the Company or any other Person that has demand registration rights (a “Third Party Registrant”) at any time during the period from the expiration of any underwriter lock-up period applicable to the IPO through the one year anniversary of the closing of the IPO proposes to undertake register equity securities under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than a Registration Statement registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a Registration Statement connection with a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will, at each such time, give prompt written notice to the Founding Members of its intention to do so and of the Founding Members’ rights offering) or for under this Agreement. Upon the account written request of any other stockholder or stockholders Founding Member made within 15 days after the receipt of any such notice (which request shall specify the Company not party hereto (the “Requesting Holders”Registrable Securities intended to be disposed of by such Founding Member), the Company shall give prompt will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Founding Members; provided, however, that (a) if, at any time after giving written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities register any securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected effective date of commencement of marketing efforts for the registration statement filed in connection with such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration, the Company may or such Third Party Registrant shall determine for any reason not to proceed with any Piggyback Takedown upon 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 Holders each Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, all Founding Members requesting to include be included in the Company’s or such Third Party Registrant’s registration shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Company or Other Registrable Securityholders such Third Party Registrant on substantially the same terms and conditions as apply to the Company or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, any Founding Member requesting to include their Other be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such Piggyback Takedownregistration. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. If (a) Subject to the terms and conditions hereof, at any time after the second anniversary of the Closing of the transactions under the Securities Purchase Agreement, whenever the Company proposes to undertake register any of the marketing of a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders equity securities of the Company not party hereto (owned by the “Requesting Holders”)Existing Partners under the Securities Act, the Company shall give prompt written notice of its intention such proposed filing but not less than ten (10) business days before the anticipated filing date (the “Piggyback Notice”) to effect the Investor. The Piggyback Notice shall offer the Investor the opportunity to include in such offering registration statement a pro rata portion of Registrable Securities held by the Investor (based on the ratio of the number of Purchased Class A Shares held by Investor on the date such registration statement is filed to the number of Class A Shares held by the Existing Partners on the date such registration statement is filed (calculated as if all of the then issued and outstanding Och-Ziff Operating Group A Units had been exchanged for Class A Shares pursuant to the terms of the Exchange Agreement, but disregarding any Class A restricted share units)) (the “Piggyback Amount”); provided, however, that the Piggyback Amount shall be reduced by the aggregate number of Class A Shares sold by the Investor pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act at any time during the 12-month period immediately prior to the date such registration is filed with the SEC (a “Piggyback TakedownRegistration”) ). Subject to all Holders of Registrable Securities and Other Registrable Securityholders. In Section 2.2 hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities (up to the Piggyback Amount, as reduced) with respect to which the Company has received a written requests request for inclusion therein on within ten (10) days after such Piggyback Notice has been received by the Investor. The Investor shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution, sale or other transfer by the Investor of the Registrable Securities included in such Registration Statement. For the avoidance of doubt, other than the restrictions on transfer required by law and as applicable. set forth in Section 2.3 hereof, nothing herein shall be deemed to restrict the ability of the Investor to sell the Class A Shares pursuant to Rule 144. (b) Notwithstanding anything any provision in this Section 2.1 or elsewhere in this Agreement, no provision relating to the contrary contained hereinregistration of Registrable Securities shall be construed as permitting the Investor to effect a transfer of securities that is otherwise prohibited by the terms of the Securities Purchase Agreement or any other agreement between the Investor and the Company or any of its subsidiaries. (c) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 2.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon register such equity securities, the Company shall give written notice of such determination to the Holders Investor within five (5) days thereof and thereupon shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback TakedownRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein).

Right to Piggyback. If the Company Each time BIPC proposes to undertake the marketing of a registered underwritten offering (a) register any of its Capital Stock for its own account equity securities (other than a Registration Statement on Form S-4 pursuant to an Excluded Registration) under Canadian Securities Laws or S-8 or a Registration Statement connection with a rights offering) or U.S. Securities Laws for sale to the public (whether for the account of BIPC or the account of any securityholder of BIPC) or (b) sell any of its equity securities (other stockholder than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or stockholders of the Company not party hereto Shelf Prospectus is expressly being utilized to effect such sale, (the “Requesting Holders”clause (a) and (b) are each referred to as a "Piggyback Registration"), the Company BIPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to effect the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BIPC in writing (a “Piggyback Takedown”) to all Holders stating the number of Registrable Securities and Other Registrable Securityholders. In Shares desired to be registered) within three (3) days after the date of such notice from BIPC (or within one (1) Business Day in the case of a Piggyback Takedown "bought deal" financing). Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BIPC of such withdrawal provided, however, that such request is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days made prior to the expected date execution of commencement of marketing efforts for an underwriting agreement (or similar agreement) with respect to such Piggyback Takedownoffering. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf RegistrationSubject to Section 2.2.2 below, such notice BIPC shall be given not less than thirty (30) Business Days prior to the expected date of filing of include in such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback TakedownShelf Registration or Prospectus, as applicable, all such Registrable Securities and all Other Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein on be included therein; provided, however, that BIPC may at any time withdraw or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a proposed Piggyback Takedown upon written notice Registration pursuant to this Section 2.2.1 until such information becomes available in the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownpublic domain.

Right to Piggyback. If Each time the Company Corporation proposes to undertake the marketing offer any of its equity securities in a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or under the Securities Act (whether for the account of the Corporation or the account of any other stockholder or stockholders equity holder of the Company not party hereto Corporation other than a Holder) (the a “Requesting HoldersPiggyback Offering”), the Company Corporation shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such (which notice shall be given not less than fifteen ten (1510) Business Days days prior to (i) the expected date of commencement of marketing efforts for such Piggyback Takedown. In offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a Piggyback Takedown that is an offering under a Registration Statement that is not a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), such which notice shall be given not less than thirty (30) Business Days prior offer each such Holder the opportunity to the expected date include any or all of filing of its Registrable Securities in such Registration Statement. The Company shallunderwritten offering, subject to the provisions of limitations contained in Section 4(b) below, include 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such Piggyback Takedown, as applicable, all underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities and all Other Registrable Securities with respect desired to which the Company has received written requests for inclusion therein on be registered or before the date that is included) within three (3) Business Days prior to days after the expected date of commencement such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything such Holder’s Registrable Securities in any underwritten offering pursuant to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon this Section 2.2.1 by giving written notice to the Holders Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities requesting so requested to include their Registrable Securities be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or Other Registrable Securityholders requesting cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to include their Other Registrable Securities be included in such Piggyback Takedownoffering.