Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Each time the Corporation proposes to offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering.

Right to Piggyback. Each time the Corporation BBUC proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BBUC or the account of any securityholder of BBUC or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BBUC shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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)Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BBUC in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedregistered) within fifteen three (153) days after the date of such notice from BBUC (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BBUC of such withdrawalwithdrawal 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, the Corporation BBUC shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Shares so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BBUC may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in such offeringthe public domain.

Right to Piggyback. Each time Following the Corporation expiration of the Lock-up Period, whenever the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation a Demand Registration or the account of any equity holder of the Corporation registration effected pursuant to Form ▇-▇, ▇-▇ or any successor forms and other than a Holderregistration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or other transaction under Rule 145 of the Securities Act, or a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not 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 a registration, setting forth (ito the extent then known) the principal terms and conditions of such issuance, including the anticipated proposed offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act price (or any successor rule) (a “Corporation Shelf Registration”) or (ii) range of offering prices), the anticipated filing date of the Corporationfiling of the Registration Statement and the number and type of securities to be registered, and shall, subject to the other provisions of this Section 4.2, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) calendar days after the receipt of the Company’s notice. No registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder of Registrable Securities effected under this Section 4.2 will relieve the opportunity Company of any of its obligations to include effect registrations of Investor Registrable Securities pursuant to Section 4.1 hereof. The election by any holder of Registrable Securities not to exercise its rights to have any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice 4.2 shall not affect its rights as to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringfuture issuances.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its Common Stock (whether or not in combination with any other equity securities in a registered underwritten offering (other than pursuant to an Excluded Registrationor debt security or otherwise) under the Securities Act (whether other than pursuant to a Demand Registration or in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Investor Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) at least 20 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) before the anticipated filing date to the Investor on behalf of the Corporation’s registration statement in holders of the Investor Registrable Securities of its intention to effect such a registration other than a Corporation Shelf Registration), which registration. Each such Company notice shall offer specify the approximate number of shares of Common Stock to be registered. Subject to Sections 3.2 and 3.3 below, the Company will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received from the Investor a written request for inclusion therein within 15 days after the delivery of such Company notice; provided that (i) each seller must sell its Investor Registrable Securities to the underwriter or underwriters selected by the Company in connection with such Holder offering on the opportunity same terms and conditions as apply to include the Company and (ii) if, at any or all time after giving notice to the Investor of its intention to effect such registration, the Company shall determine for any reason not to register any of its Common Stock under the Securities Act, the Company shall give notice to the Investor on behalf of such sellers and, thereupon, shall be relieved of its obligation to register any Investor Registrable Securities in connection with such underwritten offeringregistration and, subject except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its holders of Investor Registrable Securities included in connection with such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered termination or included) within fifteen (15) days after the date of such notice from the Corporationwithdrawal. Any Holder The Company shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in select the underwriter or underwriters to administer any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of in connection with such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such registration and related offering.

Right to Piggyback. Each 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 Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than Company) or proposes to make such an offering of Common Stock pursuant to a Holder) (a “Piggyback Offering”)previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Corporation Company shall give prompt written notice to each Holder of Registrable Securities WIC (which notice shall be given not less than twenty (20) 30 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s Company's registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder Purchaser the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringregistration statement, subject to the limitations contained in subsection (b) of this Section 2.2.2 hereof3.2 (a "Piggyback Registration"). Each Holder who If Purchaser desires to have its Registrable Securities Shares included in such underwritten offering registration statement, WIC on behalf of Purchaser shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen (15) 20 days after the date of such notice from the CorporationCompany. Any Holder WIC shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering registration statement pursuant to this Section 2.2.1 subsection (a) by giving written notice to the Corporation Company of such withdrawal. Subject to subsection (b) of this Section 2.2.2 below3.2, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities Shares so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities Common Stock originally proposed to be included registered. It is specifically agreed that the Piggyback Registration 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 offeringnotice.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of the Corporation one or the account of any equity holder more stockholders of the Corporation Company (other than a Holderthe Investors) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder Investor of Registrable Securities its intention to effect such a registration (which notice shall be given not but in no event less than twenty ten (2010) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (i5) business days after the offering date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) rule thereto (a “Corporation Piggyback Shelf RegistrationRegistration Statement”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice the Investors shall offer each be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations contained in Section 2.2.2 hereof. Each Holder who desires that are applicable to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration as set forth above.

Right to Piggyback. Each time The Holders of the Corporation Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to offer any of its equity securities in file a registered underwritten offering (registration statement, other than pursuant to an Excluded RegistrationSection 1(a) under the Securities Act (whether above, for the account registration of shares of its Common Stock in connection with an underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder Holders of Registrable Securities (which notice shall be given not less than twenty (20) days Securities, NationsRent will, prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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 filing, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within give fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving prior written notice to the Corporation Holders of its intention to do so and, upon the written request of the Holders given within ten (10) days after receipt of such withdrawal. Subject notice, NationsRent shall, subject to Section 2.2.2 belowthe terms of this Agreement, use its best reasonable efforts to cause the Corporation shall include in such underwritten offering all such Registrable Securities so which NationsRent has been requested to register by such Holders to be included thereinregistered under the Securities Act to the extent necessary to permit their sale. Notwithstanding the foregoingIf, the Corporation may at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, NationsRent shall determine for any reason (other than by reason of acts or cease proceeding omissions attributable to any of the Holders) either not to register or to delay registration of such securities, NationsRent may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a registration under Section 1(a), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve NationsRent of its obligation to effect any registration upon request under Section 1(a), nor shall any such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed registration hereunder be deemed to be included in such offeringhave been effected pursuant to Section 1(a).

Right to Piggyback. Each time (i) Whenever the Corporation Company is required or proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback OfferingRegistration”), the Corporation shall Company will give prompt at least fifteen (15) days prior written notice to each Holder all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 1(b), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein 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 (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity wishes to include any or 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 underwritten offering, subject ▇▇▇▇▇▇ will nevertheless continue to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 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 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 request for 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 underwritten offering pursuant Holder disapproves of the terms of any such underwriting, such Holder may elect to this Section 2.2.1 withdraw therefrom by giving written notice to the Corporation Company and the underwriter, delivered at least five (5) Business Days prior to the effective date of 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 such withdrawal. Subject to Section 2.2.2 belowHolder, or the Corporation shall include in estates and Family Group of any such underwritten offering all such Registrable Securities so requested partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be included therein. Notwithstanding a single ‘Holder,’ and any pro rata reduction with respect to such ‘Holder’ will be based upon the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with the offering aggregate amount of shares carrying registration rights owned by all other equity securities originally proposed to be entities and individuals included in such offering‘Holder,’ as defined in this sentence.

Right to Piggyback. Each time Whenever the Corporation Registering Entity proposes to offer register any of its equity securities in (other than a registered underwritten registration on Form ▇-▇, ▇▇▇▇ ▇-▇ 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 an Excluded Registration) under the Securities Act a Registration Request (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (each, a “Piggyback OfferingRegistration”), the Corporation 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 each Holder effect a primary offering, as applicable) to all Holders of its intention to effect such a registration and will include in such registration on the same terms as the Registering Entity and the other Persons selling securities in connection with such registration all Registrable Securities (with respect to which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) 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 notice from registration statement with the CorporationCommission, 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 shall have the right to that has made such a written request may withdraw such Holder’s request for inclusion all or any part of such Holder’s its Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 from such Piggyback Registration by giving written notice to the Corporation Registering Entity and the managing underwriter, if any, on or before the fifteenth (15th) day prior to the planned effective date of such withdrawalPiggyback Registration. Subject The Registering Entity may terminate or withdraw any registration under this Section 3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2.2.2 below, 3(c) the Corporation shall include Registering Entity will have no liability to any Holder in connection with such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw termination or 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 be included in such offeringwithdrawal.

Right to Piggyback. Each time Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its own account (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, each such time after the Initial Public Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less such filing no later than twenty (20) ten days prior to the filing date (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf RegistrationPiggyback Notice”) or (ii) the anticipated filing date to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating registration statement the number and type of Registrable Securities desired to be registered or included) within fifteen as each such holder may request (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawala “Piggyback Registration”). Subject to Section 2.2.2 below4(b) hereof, the Corporation shall include in each such underwritten offering Piggyback Registration all such Registrable Securities so requested with respect to which the Corporation has received written requests for inclusion therein within ten days after notice has been given to the applicable holder. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary in 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 included therein. Notwithstanding the foregoingsold) shares of Common Stock beneficially owned by it in any such Initial Public Offering on a secondary basis, the Corporation may at any time withdraw or cease proceeding shall be required to deliver a Piggyback Notice and in such event all such holders of Registrable Securities shall have the right to 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 such offering if it shall at Initial Public Offering in which the same time withdraw Sponsor Investor Shareholder is not selling (or cease proceeding with the offering of all other equity securities originally proposed causing to be included 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 offeringtransaction.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether which, for the account avoidance of doubt, includes the Corporation 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 account ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (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 Forms S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity holder 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 Corporation other than a Holder) Required Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such underwritten offeringPiggyback Registration and, subject to the limitations contained terms of Section 3(c) and Section 3(d), shall include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities included in such underwritten offering shall so advise with respect to which the Corporation in writing (stating Company has received written requests for inclusion therein within 20 days after delivery of the number and type Company’s notice; provided that a Demand Party may provide by written notice to the Company that no holder of Other Investor Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall any securities that are not Registrable Securities will have the right to withdraw include such Holder’s request for inclusion of securities in such Holder’s Registrable Securities Piggyback Registration (in any underwritten offering pursuant to this Section 2.2.1 by giving written which case the Company need not give such notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall holders or include any such securities in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration).

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register an offering of any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a 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 relating solely to employment benefit plans, (vi) in connection with a registration the primary purpose of which is to register debt securities, or (vii) 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 the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities all Investor Parties (which notice shall be given not less than twenty held in confidence by the Investor Parties until the offering is publicly disclosed) of its intention to effect such a Piggyback Registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall include in such Piggyback Registration (20and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) days all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) 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 (i) executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering in the case of an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) rule thereto (a “Corporation Piggyback Shelf RegistrationRegistration Statement”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice the Investor Parties shall offer each be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations contained in Section 2.2.2 hereof. Each Holder who desires that are applicable to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration.

Right to Piggyback. Each time the Corporation BIPC proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BIPC or the account of any securityholder of BIPC) or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BIPC shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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)Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BIPC in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedregistered) within fifteen three (153) days after the date of such notice from BIPC (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder▇▇▇▇▇▇’s request for inclusion of such Holder▇▇▇▇▇▇’s Registrable Securities Shares in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BIPC of such withdrawalwithdrawal 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, the Corporation BIPC shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Shares so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BIPC may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in such offeringthe public domain.

Right to Piggyback. Each If at any time the Corporation Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether for the account of the Corporation or the account with respect to an offering of any class of equity holder of the Corporation securities (other than a Holderregistration statement (i) on Form ▇-▇, ▇-▇ or any successor form thereto or (ii) filed solely in connection with an offering made solely to employees of the Company), whether or not for its own account, then the Company will give written notice of such proposed filing to the holders of Registrable Securities at least 10 calendar days before the anticipated filing date. Such notice will offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a “Piggyback OfferingRegistration”); provided, however, in no event shall the Corporation shall give prompt written notice to each Holder amount of Registrable Securities included in any Piggyback Registration exceed 20% of the total amount of securities included in such offering. Subject to the limitations set forth in this Section 5(a) and the provisions of Section 5(b) hereof, the Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which notice shall be given not less other than twenty (20) days prior to (i) any Registrable Securities that are otherwise covered by an effective Registration Statement (including, without limitation, the offering Series B Registration Statement or the Warrant Registration Statement) unless, with respect to such Registrable Securities, the holders of such Registrable Securities agree to pay any incremental increase in the case of an underwritten offering pursuant to Rule 415 under the Registration Expenses for such Piggyback Registration resulting from including such Registrable Securities Act (or any successor rule) (a “Corporation Shelf Registration”) in such Piggyback Registration or (ii) any Warrant Share Registrable Securities if the anticipated filing date weighted average Sales Price of the Corporation’s registration statement in a registration other than a Corporation Shelf RegistrationCommon Stock has not reached the Warrant Registration Threshold), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type The holders of Registrable Securities desired will be permitted to be registered withdraw all or included) within fifteen (15) days after part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registrationincluding any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or 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 the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given not less than twenty (20) at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (iand 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 with respect to which the offering Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as 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 case of an underwritten offering pursuant registration statement therefor is likely to Rule 415 under be reviewed by the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) and Exchange Commission and/or such offering will not be completed until at least 20 days after the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationtherefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringcase, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type remainder of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below2, the Corporation Company shall include in such underwritten offering registration (and in all such related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities so requested with respect to 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 included therein. Notwithstanding closed unless such notice has been provided at least 20 days prior to the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringclosing thereof.

Right to Piggyback. Each From and after the effective date of this Agreement until such time as none of the Corporation Covered Securities remain subject to the provisions of the Escrow Agreement, whenever the Company proposes to offer register any class of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) common stock for sale under the Securities Act (whether of 1933, as amended, for its own account or for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) its securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to PFS and each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in Frost Group Shareholders of its intention to effect such a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder and will provide the Frost Group Shareholders and PFS the opportunity to include any or all of its Registrable Securities in such underwritten offeringregistration up to one-half of the class of Covered Shares subject to the Escrow Agreement at the time of such Piggyback Registration, subject to the limitations contained in Section 2.2.2 hereofprovisions of paragraph (c) below. Each Holder who If PFS or any Frost Group Shareholder desires to have its Registrable Securities included include in any such underwritten offering shall registration 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 advise notify the Corporation Company in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder “Election Notice”); provided, however, that PFS shall not have the right to withdraw 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 set 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 Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw Frost Group Shareholder or 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 PFS requests to be included in such offeringregistration. 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 upon the terms and conditions set forth herein.

Right to Piggyback. Each time (i) Whenever the Corporation Company is required or proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback OfferingRegistration”), the Corporation shall Company will give prompt at least ten (10) days prior written notice to each Holder the Investors of its intention to effect such Piggyback Registration and, subject to the terms of Sections 3(b) and 3(c), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities (with respect to which notice shall be given not less than the Company has received written requests for inclusion therein within twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date after delivery of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder notice. Such written requests for inclusion will inform the opportunity Company of the number of Registrable Securities the Investors wish to include any or in such registration statement. If the Investors decide not to include all of its Registrable Securities in such underwritten offeringany registration statement thereafter filed by the Company, subject the Investors will nevertheless continue to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The 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 for an underwritten offering 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 2.2.1 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 giving written notice to the Corporation Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of such withdrawalthe registration statement. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Any Registrable Securities so requested to excluded or withdrawn from such underwriting will be included therein. Notwithstanding excluded and withdrawn from the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringregistration but are eligible for a future registration.

Right to Piggyback. Each time the Corporation If Premier or any other Person that has demand registration rights (a “Third Party Holder”) proposes to offer any register shares of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Class A Common Stock under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), the Corporation shall Premier will, at each such time, give prompt written notice to each Holder the Limited Partners of its intention to so register such shares of Class A Common Stock and of the Limited Partners’ rights under this Agreement. Upon the written request of any Limited Partner made within 15 Business Days after the receipt of any such notice (which request shall specify the Registrable Securities (which notice shall intended to be given not less than twenty (20) days prior disposed of by such Limited Partner), subject to (i) the offering applicable vesting restrictions set forth in the case of an underwritten offering pursuant LP Agreement, Premier will use its reasonable efforts to Rule 415 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 (or A) if, at any successor rule) (a “Corporation Shelf Registration”) or (ii) time after giving written notice of its intention to register any securities and prior to the anticipated filing effective date of the Corporation’s registration statement filed in a connection with such registration, Premier or such Third Party Holder shall determine for any reason not to proceed with the proposed registration other than a Corporation Shelf Registration)of the securities to be sold thereby, which Premier may, at its election, give written notice of such determination to each Limited Partner and thereupon shall offer each such Holder the opportunity to include any or all 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, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 Limited Partners requesting to be included in the registration of Premier or such offeringThird Party Holder shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by Premier or such Third Party Holder on substantially the same terms and conditions as apply to Premier or such Third Party Holder, with such differences, including with respect to indemnification as may be customary or appropriate in combined 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. Each time the Corporation Parent proposes to offer register any of its equity securities in a registered underwritten offering (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 (whether for the account of the Corporation Parent or the account of any equity security holder of the Corporation other than a HolderParent) (a “Piggyback OfferingRegistration”), the Corporation Parent shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20x) days ten (10) Business Days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CorporationParent’s registration statement and (y) not less than five (5) Business Days prior to the filing of a preliminary prospectus supplement in the case of a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringregistration statement or Shelf Registration, subject to the limitations contained in Section 2.2.2 hereof. Each such Holder who desires to have its Registrable Securities included in such underwritten offering registration statement or Shelf Registration shall so advise the Corporation in writing give written notice to Parent (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen ten (1510) days Business Days after the date of such notice from Parent; provided that such notice shall be given within five (5) Business Days after the Corporationdate 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 underwritten offering registration statement or Shelf Registration pursuant to this Section 2.2.1 by giving written notice to the Corporation Parent of such withdrawal. Subject to Section 2.2.2 below, the Corporation Parent shall include in such underwritten offering registration statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that Parent may at any time withdraw or cease proceeding with any such offering registration statement or Shelf Registration if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be registered. Notwithstanding anything to the contrary in this Section 2.2.1, Parent shall have no obligation to provide notice of or to effect a Piggyback Registration with respect to any Holder of Registrable Securities who at such time is not permitted due to 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 included in such offeringa Piggyback Registration is reduced pursuant to Section 2.2.2.

Right to Piggyback. Each 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 Corporation Company IPO, whenever the Company proposes to offer any of its equity securities in conduct a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) Public Offering (a “Piggyback OfferingRegistration”), the Corporation Company shall give all Stockholders prompt written notice thereof (but not less than ten (10) business days prior to each Holder the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback 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 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. 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 (which notice shall intended to be given not less than twenty (20) days prior to (i) disposed of by such Stockholder and the offering in the case intended method of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationdistribution thereof), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation Company shall include in such underwritten offering registration all such Registrable Securities so requested with respect to which the Company has received such written requests for inclusion; provided that (x) any Stockholder who seeks to exercise his rights under this Section 2.2(a) shall be included therein. Notwithstanding required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the foregoingPiggyback Notice; provided, however, that any exchange pursuant to clause (x) above may be made contingent upon the Corporation may at any time withdraw or cease proceeding with sale of the Registrable Securities issued upon such exchange pursuant to such Piggyback Registration, it being understood that any such offering if it contingent exchange shall at the same time withdraw or cease proceeding with the offering become effective immediately prior to such sale of all other equity securities originally proposed to be included in such offeringRegistrable Securities.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether which, for the account avoidance of doubt, includes the Corporation 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 account ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the 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 any successor or similar forms), (iv) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity holder 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 Corporation other than a Holder) Required Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than twenty (20) days prior securities subject to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all rights of its Registrable Securities in intention to effect such underwritten offeringPiggyback Registration and, subject to the limitations contained in terms of Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number 3(c) and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below3(d), the Corporation shall include in such underwritten offering Piggyback Registration (and in all such Registrable Securities so requested related registrations or qualifications under blue sky laws and in any related underwriting) all securities with respect to be included therein. Notwithstanding which the foregoing, Company has received written requests for inclusion therein within 20 days after delivery of the Corporation may at any time withdraw or 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 be included in such offeringCompany’s notice.

Right to Piggyback. Each time the Corporation BEPC proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BEPC or the account of any securityholder of BEPC) or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BEPC shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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)Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BEPC in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedregistered) within fifteen three (153) days after the date of such notice from BEPC (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder▇▇▇▇▇▇’s request for inclusion of such Holder▇▇▇▇▇▇’s Registrable Securities Shares in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BEPC of such withdrawalwithdrawal 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, the Corporation BEPC shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Shares so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BEPC may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BEPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in such offeringthe public domain.

Right to Piggyback. Each time the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than a HolderCompany) (a “Piggyback Offering”)and the form of registration statement to be used permits the registration of Registrable Shares, the Corporation Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than twenty thirty (2030) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s Company's registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such underwritten offeringregistration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen twenty (1520) days after the date of such notice from the CorporationCompany. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any underwritten offering registration statement pursuant to this Section 2.2.1 by giving written notice to the Corporation Company of such withdrawal. Subject to Section 2.2.2 below, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities Shares so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered. Notwithstanding anything to the contrary contained in such offeringthis Section 2.2.1, no Holder shall be entitled to register any of its Registrable Shares pursuant to this Section 2.2.1 until 180 days after the Effective Date, nor shall any Holder be entitled to notice of any proposed registration by the Company of any of its equity securities that is intended to become effective within 180 days of the Effective Date.

Right to Piggyback. Each time If the Corporation Company (i) proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether for the account of the Corporation or the account with respect to an offering of any equity holder of the Corporation other than securities (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder form that would permit registration of Registrable Securities (which notice shall be given not less than twenty (20) days prior for sale to (i) the offering in the case of an underwritten offering pursuant to Rule 415 public under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) proposes to file an initial prospectus supplement to a registration statement with respect to an offering of its common stock on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to Stockholder not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the proposed date of the Corporation’s filing of such registration statement in or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration other than a Corporation Shelf Registrationstatement or prospectus supplement), which notice shall offer each such Holder and offering Stockholder the opportunity to include any or all of its Registrable Securities in register and offer such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) of the same class as those being offered by the Company as the Stockholder may request. Upon the written request of Stockholder, received by the Company no later than 10 days after receipt by the date Stockholder of the notice sent by the Company, to register and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion registration statement or prospectus supplement, any of such HolderStockholder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 of the same class as those being offered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by giving written notice to the Corporation more than one method of such withdrawal. Subject to Section 2.2.2 belowdisposition), the Corporation shall include in such underwritten offering all Company will cause such Registrable Securities as to which registration shall have been so requested to be included therein. Notwithstanding in the registration statement or prospectus supplement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement (a “Piggyback Registration”); provided, however, that, notwithstanding the foregoing, the Corporation Company may at any time withdraw time, in its sole discretion, without the consent of Stockholder, delay or abandon the proposed offering in which a Stockholder had requested to participate pursuant to this Section 4(a) or cease proceeding with the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify the Stockholder and the Company shall incur no liability for its failure to complete any such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed than its obligation to be included pay Registration Expenses in such offeringconnection therewith.

Right to Piggyback. Each time Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, on or after the release from escrow of any Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and the Escrow Agreement, if the Corporation proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Corporation Securities, whether or not for sale of its own account (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, each such time, the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than such proposed filing at least twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) before the anticipated filing date (the “Piggyback Notice”) to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating registration statement the number and type of Registrable Securities desired as each such holder may request (a “Piggyback Registration”); provided that only Registrable Securities which have been released from escrow may be included in any such Piggyback Registration. Subject to be registered or includedSection 4(b) hereof, the Corporation shall include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein 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 part of the Registrable Securities from a Piggyback Registration at any time at least two (2) business days prior to the effective date of such notice from Piggyback Registration. The Corporation shall not be required to maintain the Corporation. Any Holder shall have effectiveness of the right Registration Statement for a Piggyback Registration beyond the earlier to withdraw such Holder’s request for inclusion occur of such Holder’s (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringRegistration Statement.

Right to Piggyback. Each If at any time subsequent to the Corporation expiration of the five year term for effectiveness of the Shelf Registration effected pursuant to Section 2.1, the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (except on Form S-4, Form S-8, or any successor forms thereto) whether or not for the its own account of the Corporation or the account of any equity holder of the Corporation (other than a Holder) registration effected pursuant to Section 2.2 hereof), then the Company shall give written notice of such proposed filing to the holders of Registrable Securities at least 30 days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a “"Piggyback Offering”Registration"). Subject to Section 2.3(b) hereof, upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Piggyback Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof), the Corporation shall give prompt written notice Company will use its best efforts to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) effect the offering in the case of an underwritten offering pursuant to Rule 415 registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or any successor rulerestriction as to amount or number of Registrable Securities to be sold) (a “Corporation Shelf Registration”in accordance with such intended methods thereof) or (ii) of the anticipated Registrable Securities to be so registered; provided, however, that if any time after giving written notice of the proposed filing and prior to the effective date of the Corporation’s registration statement filed in a connection with such registration other than a Corporation Shelf Registration)the Company shall determine for any reason not to pursue the effectiveness of the registration, which the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall offer each such Holder the opportunity to include any or all be relieved of its obligation to register any Registrable Securities in connection with such underwritten offering, subject registration (but not from its obligation to pay the limitations contained Registration Expenses in Section 2.2.2 hereofconnection therewith. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type . The holders of Registrable Securities desired shall be permitted to be registered withdraw all or included) within fifteen (15) days after part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration.

Right to Piggyback. Each If, at any time after the Corporation completion of the IPO, HII proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Equity Securities (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, (a “Piggyback Offering”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed pursuant to Section 2 hereof), the Corporation whether or not for its own account, then, each such time, HII shall give prompt written notice to each Holder of Registrable Securities such proposed filing at least fifteen (which notice shall be given not less than twenty (2015) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) before the anticipated filing date (the “Piggyback Notice”) to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any or all in such registration statement the number of its Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to subsection (b) hereof, HII shall include in each such underwritten offering, subject Piggyback Registration all Registrable Securities with respect to which HII has received written requests for inclusion therein within ten (10) days after notice has been given to the limitations contained in Section 2.2.2 hereofapplicable holder. Each Holder who desires The holders of Registrable Securities exercising their rights under this subsection (a) shall be permitted to have its withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. HII shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Registration Statement; provided, however, that any Stockholder owning Common Equity Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be that has been included in such offeringRegistration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event HII shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities.

Right to Piggyback. Each time The Holders of the Corporation Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to offer any of its equity securities in file a registered underwritten offering (registration statement, other than pursuant to an Excluded RegistrationSection 1(a) under the Securities Act (whether above, for the account registration of shares of its Common Stock in connection with an underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder Holders of Registrable Securities (which notice shall be given not less than twenty (20) days Securities, NationsRent will, prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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 filing, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within give fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving prior written notice to the Corporation Holders of its intention to do so and, upon the written request of any of the Holders given within ten (10) days after receipt of such withdrawal. Subject notice, NationsRent shall, subject to Section 2.2.2 belowthe terms of this Agreement, use its best reasonable efforts to cause the Corporation shall include in such underwritten offering all such Registrable Securities so which NationsRent has been requested to register by such Holders to be included thereinregistered under the Securities Act to the extent necessary to permit their sale. Notwithstanding the foregoingIf, the Corporation may at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, NationsRent shall determine for any reason (other than by reason of acts or cease proceeding omissions attributable to any of the Holders) either not to register or to delay registration of such securities, NationsRent may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a registration under Section 1(a), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve NationsRent of its obligation to effect any registration upon request under Section 1(a), nor shall any such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed registration hereunder be deemed to be included in such offeringhave been effected pursuant to Section 1(a).

Right to Piggyback. Each time the Corporation BPY proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BPY or the account of any securityholder of BPY) or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BPY shall give prompt written notice to each Holder of Registrable Securities Units (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of BPY’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the Corporation’s registration statement in case of a registration other than a Corporation Shelf Registration“bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Units in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Units included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BPY in writing (stating the number and type of Registrable Securities Units desired to be registered or includedregistered) within fifteen ten (1510) days after the date of such notice from BPY (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Units in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BPY of such withdrawalwithdrawal 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, the Corporation BPY shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Units so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BPY may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included in such offeringregistered or sold.

Right to Piggyback. Each time Commencing on the Corporation date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to offer register any of shares of its equity securities in a registered underwritten offering Common Stock (other than pursuant to an Excluded Registrationshares of Common Stock underlying any option, warrant, or convertible debt or other security) under the Securities Act (whether other than pursuant to the Demand Registration) in either an underwritten public offering or in connection with registration of Common Stock for resale on the public markets and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “"Piggyback Offering”Registration"), the Corporation BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to each Holder the holders of Registrable Securities (of its intention to effect such a registration and, subject to the provisions hereof, shall include in such registration all Registrable Securities with respect to which notice BCI has received written requests for inclusion therein within 15 days after the date of its notice. Notwithstanding anything herein to the contrary, BCI shall not be given not less than twenty (20) days prior required to effect any registration of Registrable Securities under this paragraph 2: (i) incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the filing of a registration statement for an offering in the case of an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) similar rule that may be adopted by the SEC, or (ii) if the anticipated filing date Piggyback Registration is a primary registration on behalf of the Corporation’s registration statement BCI (whether or not underwritten) and BCI determines in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include its reasonable judgment that including any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained registration will adversely effect such primary registration or BCI's objectives in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringconnection therewith.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether which, for the account avoidance of doubt, includes the Corporation 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 account ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (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 any successor or similar forms), (iv) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity holder 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 Corporation other than a Holder) Required Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such underwritten offeringPiggyback Registration and, subject to the limitations contained terms of Section 3(c) and Section 3(d), shall include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities included in such underwritten offering shall so advise with respect to which the Corporation in writing (stating Company has received written requests for inclusion therein within 20 days after delivery of the number and type Company’s notice; provided that a Demand Party may provide by written notice to the Company that no holder of Other Investor Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall any securities that are not Registrable Securities will have the right to withdraw include such Holder’s request for inclusion of securities in such Holder’s Registrable Securities Piggyback Registration (in any underwritten offering pursuant to this Section 2.2.1 by giving written which case the Company need not give such notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall holders or include any such securities in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration).

Right to Piggyback. Each time If the 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 offer any of its register equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a “Piggyback Offering”)manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Corporation shall will, at each such time, give prompt written notice to each Holder KRH of its intention to do so and of KRH’s rights under this Agreement. Upon the written request of KRH made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities (which notice shall intended to be given not less than twenty (20) days prior disposed of by KRH), the Corporation will use its reasonable best efforts to (i) effect the offering in the case of an underwritten offering pursuant to Rule 415 registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by KRH; provided, however, that (or a) if, at any successor rule) (a “Corporation Shelf Registration”) or (ii) time after giving written notice of its intention to register any securities and prior to the anticipated filing effective date of the Corporation’s registration statement filed in connection with such registration, the Corporation or such Third Party Registrant shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Corporation may, at its election, give written notice of such determination to KRH 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, KRH shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Corporation or such Third Party Registrant on substantially the same terms and conditions as apply to 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 other than a Corporation Shelf Registration)requested pursuant to this Section 2(b) involves an underwritten public offering, which notice shall offer each KRH may elect, in writing prior to the effective date of the registration statement filed in connection with such Holder the opportunity registration, not to include register all or any or all part of its Registrable Securities in connection with such underwritten offering, subject to the limitations contained registration. The registrations provided for in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering2(a).

Right to Piggyback. Each time the Corporation Company proposes to offer register any shares of its equity securities in a registered underwritten offering Common Stock (other than pursuant to Section 2.2 or pursuant to an Excluded Registration) under for sale to the Securities Act public (whether for the account of the Corporation Company or the account of any equity security holder of the Corporation other than a HolderCompany) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than twenty fifteen (2015) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registration), which statement. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringregistration statement, subject to the limitations contained in Section 2.2.2 2.3(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen (15) days after the date receipt of such notice from the CorporationCompany. Any In the event the registration statement is not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.3(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided 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 all other equity securities originally proposed to be registered and shall provide each Requesting Holder with prompt written notice of such withdrawal or cessation; provided, further that any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering registration statement pursuant to this Section 2.2.1 2.3(a) by giving written notice to the Corporation Company of such withdrawal. Subject withdrawal at least fifteen (15) days prior to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringregistration statement becoming effective.

Right to Piggyback. Each time the Corporation BBP proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BBP or the account of any securityholder of BBP) or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BBP shall give prompt written notice to each Holder of Registrable Securities Units (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of BBP’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the Corporation’s registration statement in case of a registration other than a Corporation Shelf Registration“bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Units in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Units included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BBP in writing (stating the number and type of Registrable Securities Units desired to be registered or includedregistered) within fifteen ten (1510) days after the date of such notice from BBP (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Units in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BBP of such withdrawalwithdrawal 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, the Corporation BBP shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Units so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BBP may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included in such offeringregistered or sold.

Right to Piggyback. Each time the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than a HolderCompany) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) 10 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder the opportunity to include any or all of its such Holder’s Registrable Securities in such underwritten offeringregistration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who desires to have its such Holder’s Registrable Securities included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen (15) five days after the date of such notice from the CorporationCompany. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Corporation Company of such withdrawalwithdrawal on or before the fifth day prior to the planned effective date of such Piggyback Registration. Subject to Section 2.2.2 2.3.2 below, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered and will have no liability to the Holder in connection with such offeringtermination or withdrawal, except for the obligation to pay any registration expenses pursuant to Section 2.7.2.

Right to Piggyback. Each At any time during the Corporation proposes period beginning on the date hereof and ending on the date two (2) years thereafter, whenever common units of Regency are to offer any of be offered and sold by Regency for its equity securities own account in a an underwritten registered underwritten offering under the Securities Act (other than pursuant to a registration statement on Form S-4 (or any successor form thereto) or Form S-8 (or any successor form thereto) or pursuant to an Excluded Registration“at-the-market” offering) under and the Securities Act (whether registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation shall Regency will give prompt written notice (including but not limited to each Holder notice by electronic mail) to all Holders of Registrable Securities (of its intention to effect such a registration and will include in such registration, subject to the provisions of Sections 2.03(b) and 2.03(c), all Registrable Securities with respect to which notice shall be given not less than twenty (20) days prior to Regency has received written requests for inclusion therein within the earlier of (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act five (or any successor rule5) (a “Corporation Shelf Registration”) or days after Regency’s notice has been given and (ii) the anticipated filing date of the Corporation’s one day before such registration statement in is to be filed by Regency with the Commission. If no request for inclusion from a registration other than a Corporation Shelf Registration)Holder is received within the specified time, which notice shall offer each such Holder the opportunity shall have no further right to include any or all of its Registrable Securities participate in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires agrees to have its Registrable Securities included in receive such underwritten notice and acknowledges that, if such proposed offering shall so advise has not been publicly announced, such notice will constitute material non-public information regarding Regency, and agrees to maintain the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date confidentiality of such notice from the Corporationinformation until such time as Regency makes such information publicly available. Any Holder shall have the right to withdraw such Each Holder’s request for inclusion rights under this Section 2.03(a) shall terminate when such Holder (together with any Affiliates of such Holder’s ) holds, directly or indirectly, less than $5 million in the aggregate of Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to Securities, based on the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringCommon Unit Price.

Right to Piggyback. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Corporation Company shall give prompt written notice to each Holder of Registrable Securities such filing no later than five (which notice shall be given not less than twenty (205) business days prior to the filing date (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf RegistrationPiggyback Notice”) or (ii) the anticipated filing date to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating Registration Statement the number and type of Registrable Securities desired as each such holder may request (each, a “Piggyback Registration”). Subject to be registered or includedSection 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within fifteen ten (1510) business days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of such notice from the Corporation. Any Holder shall have distribution by the right to withdraw such Holder’s request for inclusion holders of such Holder’s the Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be than those making Piggyback Requests) included in such offeringRegistration Statement.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (each, a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty in any event at least ten (2010) days Business Days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in Registration Statement relating to such registration) to each Holder of its intention to effect such a registration other than a Corporation Shelf Registration), which notice and shall offer each such Holder the opportunity use its commercially reasonable efforts to include any or in such registration all of its Registrable Securities in such underwritten offering, subject with respect to which the limitations contained in Section 2.2.2 hereof. Each Company has received a written request from each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing for inclusion therein within five (stating the number and type of Registrable Securities desired to be registered or included5) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw Business Days following such Holder’s request receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for inclusion such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) 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 (B) the liability of any Holder shall be limited as provided in Section 7(b); (ii) each Holder shall complete and execute all questionnaires, powers- of-attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder’s Registrable Securities underwriting agreement; (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration. 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 underwritten offering time after giving notice of its intention to register any Company securities pursuant to this Section 2.2.1 by giving written 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include Holders participating in such underwritten offering all such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding in connection 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 be included in such offeringregistration.

Right to Piggyback. Each time the Corporation BIPC proposes to offer (a) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BIPC or the account of any securityholder of BIPC) or (b) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Offering”Registration"), the Corporation BIPC shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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)Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringRegistration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise the Corporation BIPC in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedregistered) within fifteen three (153) days after the date of such notice from BIPC (or within one (1) Business Day in the Corporationcase of a "bought deal" financing). Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BIPC of such withdrawalwithdrawal 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, the Corporation BIPC shall include in such underwritten offering Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Securities Shares so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BIPC may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in such offeringthe public domain.

Right to Piggyback. Each time the Corporation proposes to offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty ten (2010) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen three (153) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering.

Right to Piggyback. Each time During the Corporation period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to offer register any of its equity securities in a registered underwritten offering under the Act (other than pursuant a registration on Form S-4 or S-8 or any similar successor form) and the registration form to an Excluded Registration) under the Securities Act (whether be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Shares (a “"Piggyback Offering”Registration"), the Corporation shall Company will give prompt written notice to each Holder the Holders of its intention to effect such a registration and will include in such registration all Registrable Securities (with respect to which notice shall be given not less than the Company has received written requests for inclusion therein within twenty (20) days prior to after the Holders' receipt of the Company's notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities but prior to the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s registration statement filed in a registration other than a Corporation Shelf Registration)connection with such registration, which the Company shall determine for any reason to terminate or withdraw such registration, the Company shall give written notice of such determination to the Holders and the Company shall offer each such Holder the opportunity to include any or all not be relieved of its obligation to register such Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice 1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the Corporation underwriters of such withdrawaloffering on the same terms and conditions as apply to the Company or other holders of Registrable Securities for whose account securities are to be sold, as the case may be. Subject If a registration requested pursuant to this Section 2.2.2 belowinvolves an underwritten public offering, the Corporation shall include Holders may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such underwritten offering all such registration, not to sell the Registrable Securities so requested to in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be included thereinwithdrawn from such registration. Notwithstanding The Company will keep the foregoing, registration statement filed under this Agreement continuously effective for one (1) year following the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at effective date of the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringregistration.

Right to Piggyback. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Class A Common Stock whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, (a “Piggyback Offering”ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) relating solely to the offer and sale of debt securities), then the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less such filing no later than twenty (20) five business days prior to the filing date (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf RegistrationPiggyback Notice”) or (ii) the anticipated filing date to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all cause to be included) in such registration statement the number of its Registrable Securities as each such holder may request (a “Piggyback Registration”); 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 use its reasonable best efforts to register the subsequent resale of such underwritten offering, Registrable Securities by the holders thereof under the registration statement subject to a Piggyback Registration and not to include such Registrable Securities with any securities sold pursuant to an offering thereunder (subject to Section 3(c)). Subject to Section 4(b), the limitations contained Company shall include in Section 2.2.2 hereofeach such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 business days after notice has been given to the applicable holder. Each Holder who desires The Company shall not be required to have its maintain the 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 included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringRegistration Statement.

Right to Piggyback. Each time So long as the Corporation Holders beneficially own more than 16.0% of the Company's $0.01 par value common stock ("Common Stock"), whenever the Company proposes to offer register any of its equity securities Common Stock in connection with a registered proposed underwritten public offering (other than pursuant to an Excluded Registrationa "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 (whether other than in connection with registrations on SEC Forms S-4, S-8 or any successor or similar forms or on SEC Form S-▇ ▇▇ ▇▇▇nection with a business 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) and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “"Piggyback Offering”Registration"), the Corporation Company shall give prompt written notice to each Holder all Holders of Registrable Securities (of its intention to effect such a registration. The Holders shall keep such notice strictly confidential until the Company has made a public announcement of the proposed Public Offering. The Company thereafter shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests from the Holders for inclusion therein within 20 days after the Holders' receipt of the Company's notice; provided, however, that at any time after giving such written notice shall be given not less than twenty (20) days of its intention to register any Common Stock and prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s registration statement filed in a registration other than a Corporation Shelf Registration)connection with such registration, which notice if the Company shall offer each such Holder determine, in its sole discretion, for any reason not to proceed with the opportunity to include any or all of its Registrable Securities in such underwritten offeringregistration, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering Company shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving give written notice to the Corporation of such withdrawal. Subject Holders and thereupon the Company shall have no further obligation to Section 2.2.2 below, the Corporation shall include in such underwritten offering all register such Registrable Securities so requested in connection with such proposed Public Offering. Such termination of a Public Offering shall not relieve the Company from its obligation to be included therein. Notwithstanding pay the foregoingRegistration Expenses to the extent incurred in connection therewith as provided in Section 1(b), the Corporation may at or from its obligations hereunder with respect to any time withdraw other Public Offering or cease proceeding with any a registration of such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringterminated Public Offering.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of the Corporation one or the account of any equity holder more shareholders of the Corporation Company (other than a Holderthe Investors) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder Investor of Registrable Securities its intention to effect such a registration (which notice shall be given not but in no event less than twenty ten (2010) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (i5) business days after the offering date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) rule thereto (a “Corporation Piggyback Shelf RegistrationRegistration Statement”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice the Investors shall offer each be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations contained in Section 2.2.2 hereof. Each Holder who desires that are applicable to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration as set forth above.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of the Corporation one or the account of any equity holder more shareholders of the Corporation Company (other than a Holderthe Investors) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities Investor (which notice shall be given not held in confidence by the Investor until the offering is publicly disclosed) of its intention to effect such a registration (but in no event less than twenty ten (2010) days Business Days prior to the proposed date of filing of the applicable Registration Statement (ior, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion)) and, subject to Sections 1.5(b) and 1.5(c) and Section 4.1 of the Investment Agreement, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other Equity Securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) rule thereto (a “Corporation Piggyback Shelf RegistrationRegistration Statement”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice the Investors shall offer each be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations contained in Section 2.2.2 hereof. Each Holder who desires that are applicable to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporationany other Piggyback Registration as set forth above. Any Holder such Piggyback Registration or Piggyback Shelf Take-down shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw not count as a Demand Registration or 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 be included in such offeringan Underwritten Shelf Take-Down.

Right to Piggyback. Each time the Corporation TERP proposes to offer (i) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation TERP or the account of any equity security holder of the Corporation TERP) or (ii) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration and prospectus supplement are expressly being utilized to effect such sale (clause (i) and (ii) are each referred to as a “Piggyback OfferingRegistration”), the Corporation TERP shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of TERP’s Registration Statement or not less than ten (10) days in the Corporation’s registration statement in case of a registration other than a Corporation Shelf Registration“bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringRegistration Statement or prospectus supplement, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering Registration Statement or prospectus supplement, as applicable, shall so advise the Corporation TERP in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedregistered) within fifteen ten (1510) days after the date of such notice from TERP (or within one (1) Business Day in the Corporationcase of a “block trade” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering Registration Statement or prospectus supplement, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation TERP of such withdrawal. Subject to Section 2.2.2 below, the Corporation TERP shall include in such underwritten offering Registration Statement or prospectus supplement, as applicable, all such Registrable Securities Shares so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that TERP may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included in such offeringregistered or sold.

Right to Piggyback. Each time If the Corporation Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether with respect to any offering of its Common Stock for its own account or for the account of any of its respective security holders (other than (i) a registration pursuant to this Agreement, (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Corporation Commission), (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to the account Company’s existing security holders, (iv) a registration incidental to an issuance of any equity holder debt securities under Rule 144A or (v) a registration of securities solely relating to an offering and sale to employees or directors of the Corporation Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as reasonably practicable (but in no event less than a Holderten (10) Business Days before the anticipated filing date), and, subject to Section 5, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback OfferingRegistration”). Subject to Section 3(c) or (d) and 5, the Corporation Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within ten (10) Business Days after the delivery to such Holders of any such notice; provided, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give prompt written notice of such determination to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to and, thereupon, (i) the offering in the case of an underwritten offering pursuant a determination not to Rule 415 under register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Securities Act (or any successor ruleRegistration Expenses in connection therewith) (a “Corporation Shelf Registration”) or and (ii) in the anticipated filing date case of a determination to delay registering, in the Corporation’s registration statement in absence of a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s a Shelf Takedown or Demand Registration, shall be permitted to delay registering any Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 belowSecurities, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at for the same time withdraw or cease proceeding with period as the offering of all delay in registering such other equity securities originally proposed to be included in such offeringsecurities.

Right to Piggyback. Each time (i) Whenever the Corporation Company is required or proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback OfferingRegistration”), the Corporation shall Company will give prompt at least fifteen (15) days prior written notice to each Holder all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 1(b), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein 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 (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity wishes to include any or 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 underwritten offering, subject H▇▇▇▇▇ will nevertheless continue to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 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 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 request for 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 underwritten offering pursuant Holder disapproves of the terms of any such underwriting, such Holder may elect to this Section 2.2.1 withdraw therefrom by giving written notice to the Corporation Company and the underwriter, delivered at least five (5) Business Days prior to the effective date of 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 such withdrawal. Subject to Section 2.2.2 belowHolder, or the Corporation shall include in estates and Family Group of any such underwritten offering all such Registrable Securities so requested partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be included therein. Notwithstanding a single ‘Holder,’ and any pro rata reduction with respect to such ‘Holder’ will be based upon the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with the offering aggregate amount of shares carrying registration rights owned by all other equity securities originally proposed to be entities and individuals included in such offering‘Holder,’ as defined in this sentence.

Right to Piggyback. Each time (a) Subject to the Corporation terms and conditions hereof, whenever the Company proposes (i) to offer register, either for its own account or the account of a security holder or holders, any shares of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Common Stock under the Securities Act and the form of registration statement (whether the “Company Registration Statement”) to be used may be used for the account registration of the Corporation Registrable Shares or the account of any equity holder of the Corporation other than (ii) to sell Common Stock pursuant to a Holder) Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder the Manager of the Company’s intention to effect such a registration and shall include in the Company Registration Statement or Prospectus Supplement all Registrable Securities (Shares with respect to which notice shall be given not less than the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days prior after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such shares to which the Manager has provided the Company with a written request for inclusion therein within three (3) business days after the Company’s notice. (b) Notwithstanding the foregoing, the Company shall not be required to notify the Manager or include Registrable Shares in any registration on (i) the offering in the case of an underwritten offering pursuant to Rule 415 Form S-▇, ▇-▇ or S-8, or their successor forms, under the Securities Act (Act, or any successor rule) (a “Corporation Shelf Registration”) Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment program, (ii) Form S-4 or successor forms relating solely to a transaction within the anticipated filing date scope of Rule 145, or (iii) any other form (other than Form S-▇, ▇-▇ or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially the Corporation’s registration statement same information as would be required to be included in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity Company Registration Statement or Prospectus Supplement pursuant to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing 2 above. (stating the number and type of Registrable Securities desired to be registered or includedc) within fifteen (15) days after the date of such notice from the Corporation. Any Holder The Company shall have the right to abandon, terminate and/or withdraw such Holder’s request for inclusion any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such Holder’s Registrable Securities in Company Registration Statement and/or any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may Prospectus Supplement at any time withdraw prior to the consummation of an offering pursuant thereto, whether or cease proceeding with any such offering if it shall at not the same time withdraw or cease proceeding with the offering of all other equity Manager has elected to include securities originally proposed to be included in such offeringCompany Registration Statement or Prospectus Supplement.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in for its own account, including, but not limited to, pursuant to a registered underwritten offering Shelf Takedown or an Underwritten Offering (other than (w) pursuant to an Excluded Registrationa registration statement Form S-4 (or similar form that relates to a transaction subject to Rule 145) under or in which the Securities Act Company is offering to exchange its own securities for other securities, (whether x) a registration pursuant to this Agreement, (y) a registration relating solely to employee benefit plans or any dividend or distribution reinvestment or similar plan, or relating to a registration relating solely to the sale of debt or convertible debt instruments or (z) a “universal” shelf registration statement on Form S-3 (provided, that for the account avoidance of doubt, the Corporation or foregoing clause (z) shall apply only to the account filing of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”)universal” shelf registration statement, but not to any Shelf Takedown or other sales of equity securities thereunder) and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Corporation shall Company will give prompt written notice at least fifteen (15) days before the anticipated filing date to each Holder the CD&R Stockholders of Registrable Securities its intention to effect such a registration (which notice shall be given not less than twenty (20held in confidence by the CD&R Stockholders until such registration is publicly disclosed) days prior to (i) the offering and will include in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s such registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject held by the CD&R Stockholders with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise Company has received from the Corporation in writing CD&R Stockholder a written request for inclusion therein within ten (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (1510) days after the date of the Company’s notice (a “Piggyback Registration”). If the CD&R Stockholder has made such notice from the Corporation. Any Holder shall have the right to a written request, it may withdraw such Holder’s request for inclusion of such Holder’s its or any Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 from such Piggyback Registration by giving written notice to the Corporation Company and the managing underwriter(s), if any, on or before the fifth (5th) day prior to the planned effective date of such withdrawalPiggyback Registration. Subject The Company may terminate or withdraw any registration under this Section 3 prior to the effectiveness of such registration, whether or not the CD&R Stockholder has elected to include Registrable Securities in such registration, and, except for the obligation to pay Registration Expenses pursuant to Section 2.2.2 below3(c), the Corporation shall include Company will have no liability to the CD&R Stockholder in connection with such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw termination or 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 be included in such offeringwithdrawal.

Right to Piggyback. Each time If the Corporation Company or any Holder proposes to offer any of its equity securities in conduct a registered underwritten offering (other than pursuant of, or if the Company proposes to an Excluded Registration) file a Registration Statement under the Securities Act (whether 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 the Corporation or the account of any equity holder stockholders of the Corporation 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) hereof), other than a HolderRegistration 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 “Piggyback Offering”Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Corporation Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give prompt written notice of such proposed offering to each Holder all of the Holders of Registrable Securities (which notice shall be given as soon as practicable but not less than twenty ten (2010) days prior to (i) before the offering anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to Rule 415 under a Shelf Registration Statement, the Securities Act (applicable “red ▇▇▇▇▇▇▇” prospectus or any successor rule) (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)prospectus supplement used for marketing such offering, which notice shall offer each such Holder (A) describe the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number amount and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 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 cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, 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 conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of 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 Holder’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. Each If, at any time following the Corporation IPO at which any Holder owns any Registrable Shares (but prior to the Termination Date), the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-▇, ▇-▇, ▇-▇ or F-4 or any other registration relating to Shares issuable upon exercise or vesting of employee equity grants or in connection with any employee benefit plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether for its own account or for the account of the Corporation one or the account more holders of any equity holder of the Corporation Shares (other than a Holder) (a “Piggyback Offering”the Holders), the Corporation shall Company shall, each such time, give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) at least 10 business days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a relating to such registration other than a Corporation Shelf Registrationto each Holder (to the extent such Holder holds any Registrable Shares on the date such notice is to be sent), which notice shall set forth such Holder’s rights under this Section 3 and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringregistration statement the number of Registrable Shares such Holder may request (a “Piggyback Registration”), subject to the limitations contained provisions of Section 3(b). Upon the request of a Holder made within 5 business days after its receipt of notice from the Company, or such shorter time as is reasonably specified by the Company in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included light of the circumstances in such underwritten the case of a primary offering but in no event less than two business days (which request shall so advise the Corporation in writing (stating specify the number and type of Registrable Securities desired Shares requested to be registered or included) within fifteen (15) days after in such Piggyback Registration), the date Company shall use its reasonable best efforts to effect the registration under the Securities Act of such notice from all Registrable Shares with respect to which the Corporation. Any Holder shall have the right to withdraw such Holder’s Company has received a written request for inclusion of therein from such Holder; provided that (i) any Holder requesting to include its Registrable Shares in the Company’s registration must sell its Registrable Securities Shares on the same terms and conditions provided for in the underwriting or other distribution arrangements approved by the Company and that apply to the Company or the other holders of Shares involved in the registration, as applicable, and (ii) if, at any underwritten offering time after giving notice of its intention to register any Shares pursuant to this Section 2.2.1 by giving written 3(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such each Holder that requested its Registrable Securities so requested Shares to be included thereintherein and, thereupon, shall be relieved of its obligation to register any Registrable Shares in connection with such registration. Notwithstanding No registration effected under this Section 3 shall relieve the foregoing, Company of its obligations to effect a Demand Registration to the Corporation may at any time withdraw or cease proceeding extent required by Section 2. The Company shall pay all Registration Expenses in connection 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 be included in such offeringeach Piggyback Registration.

Right to Piggyback. Each time Whenever on or after the Corporation Start Date and prior to the Termination Date the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form ▇-▇, ▇-▇, ▇-▇ or F-4), whether for its own account or for the account of the Corporation one or the account more holders of any equity holder of the Corporation Shares (other than a Holder) the Investor), and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder the Investor of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from the Investor within 10 days after the Investor’s receipt of the Company’s notice (provided, without the consent of Man Group, in any registration initiated by Man Group pursuant to the Man Group Registration Rights Agreement, that only Registrable Shares of the same class or classes as the Shares being registered may be included and provided further that if the class or classes of Shares being registered in such Piggyback Offering are Common Shares, such Investor request may be contingent upon the Investor’s conversion of Registrable Securities (which notice Preferred Shares into such Common Shares being registered and, in such event, the Company will reasonably cooperate with the Investor to coordinate such a conversion with the relevant offering). The Company shall be given not less than twenty (20) days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to (i) the offering pricing thereof. If the Company or any other Person other than the Investor proposes to sell Shares in the case of an underwritten offering pursuant to Rule 415 a registration statement on Form S-3 under the Securities Act (or any successor rule) (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)Act, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered treated as a primary or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any secondary underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringa Piggyback Registration.

Right to Piggyback. Each (i) Subject to the terms and conditions of this Agreement, at any time beginning thirty (30) days prior to the Corporation expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, if the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (other than (a) pursuant to a registration on Form S-8 or Form S-4, or any successor forms, relating to equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or 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 Company’s existing shareholders, (d) for an offering of debt that is convertible into equity securities of the Company and (e) for a dividend reinvestment plan or similar plan, whether for sale solely for its own account) (a “Primary Registration”) or for the account of any other Person, the Corporation or Company shall at such time give prompt notice (the account of any equity holder of the Corporation other than a Holder) (a “Piggyback OfferingNotice”), the Corporation shall give prompt written notice ) to each Holder of Registrable Securities (which notice shall be given not less than Investor at least twenty (20) business days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which relating to such registration. Such notice shall set forth such Investor’s rights under this Section 2(a) and shall offer each such Holder Investor the opportunity to include any or all in such registration statement the number of its Registrable Securities in proposed to be registered as each such underwritten offeringholder may request (a “Piggyback Registration”), subject to the limitations contained in provisions of Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering 2(c), Section 2(d) and Section 2(f) of this Agreement. (ii) Upon the request of any Investor made within ten (10) business days of the Piggyback Notice (which request shall so advise the Corporation in writing (stating specify the number and type of Registrable Securities desired intended to be registered or includedby such Investor) within fifteen (15) days after and the date of minimum price, if any, below which such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all Investor will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or changed in the discretion of the Investor), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to include, all Registrable Securities that the Company has been so requested to be included therein. Notwithstanding include by all such Investors, and shall use its reasonable best efforts to effect the foregoing, registration under the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with the offering Securities Act of all other equity securities originally proposed Registrable Securities that the Company has been so requested to register by all such Investors, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that, (i) if such registration involves an underwritten offering, all such Investors requesting to be included in the Company’s registration must sell their Registrable Securities to be registered to the underwriters selected by the Company (or if applicable the demanding holder pursuant to Section 1(g)) on the same terms and conditions as apply to the Company (or such offeringholder) and (ii) if at any time after giving notice of its intention to register any equity securities in a Primary Registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Right to Piggyback. Each time If the Corporation Company or any Holder proposes to offer any of its equity securities in conduct a registered underwritten offering (other than pursuant of, or if the Company proposes to an Excluded Registration) file a Registration Statement under the Securities Act (whether 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 the Corporation or the account of any equity holder stockholders of the Corporation 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 HolderRegistration 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 “Piggyback Offering”Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Corporation Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give prompt written notice of such proposed offering to each Holder all of the Holders of Registrable Securities (which notice shall be given as soon as practicable but not less than twenty ten (2010) days prior to (i) before the offering anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to Rule 415 under a Shelf Registration Statement, the Securities Act (applicable “red ▇▇▇▇▇▇▇” prospectus or any successor rule) (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)prospectus supplement used for marketing such offering, which notice shall offer each such Holder (A) describe the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number amount and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 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 cause all such Registrable Securities to be included in such Piggyback Registration and, if applicable, 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 conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of 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 Holder’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. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then the Corporation Company shall give prompt written notice to each Holder of Registrable Securities such filing no later than ten (which notice shall be given not less than twenty (2010) days Business Days prior to the filing date, or, fifteen (i15) the offering Business Days in the case of an underwritten offering pursuant to Rule 415 a Public Offering under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) shelf registration statement, the anticipated filing pricing or trade date (the “Piggyback Notice”), to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offeringRegistration Statement, subject or to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included sell in such underwritten offering shall so advise the Corporation in writing (stating Public Offering, the number and type of Registrable Securities desired as each such holder may request (each, a “Piggyback Registration”). Subject to be registered or includedSection 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within fifteen five (155) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of such notice from the Corporation. Any Holder shall have distribution by the right to withdraw such Holder’s request for inclusion holders of such Holder’s the Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be than those making Piggyback Requests) included in such offeringRegistration Statement.

Right to Piggyback. Each time (i) Whenever the Corporation Company is required or proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback OfferingRegistration”), the Corporation shall Company will give prompt at least ten (10) days prior written notice to each Holder the Investors of its intention to effect such Piggyback Registration and, subject to the terms of Sections 3(b) and 3(c), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities (with respect to which notice shall be given not less than the Company has received written requests for inclusion therein within twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date after delivery of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder notice. Such written requests for inclusion will inform the opportunity Company of the number of Registrable Securities the Investors wishes to include any or in such registration statement. If an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such underwritten offering, subject Investor will nevertheless continue to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Investor may withdraw such Holder’s 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 for an underwritten offering, then the Company will so advise the Investors. In such event, the right of an Investor’s Registrable Securities to be included in a registration pursuant to this Section 3 will be conditioned upon such Investor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. If an Investor determines to distribute its Registrable Securities through such underwriting then such Investor will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If an Investors disapproves of the terms of any underwritten offering pursuant such underwriting, the Investors may elect to this Section 2.2.1 withdraw therefrom by giving written notice to the Corporation Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of such withdrawalthe registration statement. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Any Registrable Securities so requested to excluded or withdrawn from such underwriting will be included therein. Notwithstanding excluded and withdrawn from the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringregistration but are eligible for a future registration.

Right to Piggyback. Each time Whenever either (i) the Corporation Company proposes to offer undertake an underwritten Public Offering of any of its equity securities in a registered underwritten offering under the Securities Act for its own account (other than pursuant to an Excluded Registration) a Demand Registration or Underwritten Shelf Takedown hereunder or a Rule 145 transaction under the Securities Act (whether for Act) in which the account Founders and/or Carlyle Partners and/or any other common equityholder of the Corporation or the account of any Company choose to include equity holder securities of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) Company for registration and resale or (ii) the anticipated filing date Company proposes to undertake an underwritten Public Offering of its equity securities under the Securities Act for the account of any of the Corporation’s Founders and/or Carlyle Partners and/or any other common equityholder of the Company and, in any case, the registration statement form to be used may be used for the registration of any Registrable Securities (a “Piggyback Registration”) (except Forms S-4 or S-8), the Company will use reasonable efforts (based on the nature and circumstances of the Public Offering) to provide notice thereof to those Holders who are not restricted from Transferring Registrable Securities at the time of such proposed Public Offering (it being understood that with respect to “bought” deals or overnight transactions such notice may be impractical) and, should the Holders and/or other holders of equity securities of the Company take all actions requested of them in a registration other than a Corporation Shelf Registration)timely fashion, which notice shall offer each such Holder the opportunity Company will use reasonable efforts to include any or all of its in such registration the Registrable Securities and other equity securities (in such underwritten offering, subject to accordance with the limitations contained priorities set forth in Section 2.2.2 hereof. Each Holder who desires 4.2) with respect to have its Registrable Securities included in such underwritten offering which the Company has received written requests for inclusion (which requests shall so advise the Corporation in writing (stating specify the number and type of Registrable Securities equity securities desired to be registered by such Holders or included) within fifteen other holders, as applicable). In the event that the Company (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering other than pursuant to any agreement in place prior to September 17, 2007) grants “piggy back” rights to any common equityholder of the Company to include equity securities for registration and resale in the registration whenever the Company proposes to undertake an underwritten Public Offering of any of its equity securities exclusively for its own account, the words “in which the Founders and/or Carlyle Partners and/or any other common equityholder of the Company choose to include equity securities of the Company for registration and resale” in clause (i) of this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation 4.1 shall include in such underwritten offering all such Registrable Securities so requested be deemed to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any deleted from such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringclause.

Right to Piggyback. Each time Except with respect to a Demand Registration or an initial Public Offering, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of LLC Units whether or not for sale of its own account (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than such proposed filing at least twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) before the anticipated filing date of (the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice “Piggyback Notice”) to all Shareholders holding Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating registration statement the number and type of Registrable Securities desired as each such holder may request (a “Piggyback Registration”). Subject to be registered or includedSection 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein 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 part of the Registrable Securities from a Piggyback Registration at any time at least three business days prior to the effective date of such notice from Piggyback Registration. The Company shall not be required to maintain the Corporation. Any Holder shall have effectiveness of the right Registration Statement for a Piggyback Registration beyond the earlier to withdraw such Holder’s request occur of (i) 180 days (two years for inclusion of such Holder’s a shelf registration statement) after the effective date thereof and (ii) all Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringRegistration Statement have actually been sold.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) Registration Statement under the Securities Act (whether for the account or conduct a Shelf Takedown with respect to a Public Offering of any class of the Corporation or the account of any equity holder of the Corporation Company’s Equity Securities (other than a Holder) (Demand Registration or registrations on Form S-8 or Form S-4, a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (which i) in the case of a Piggyback Registration that is a Shelf Takedown, such notice shall be given not less than twenty (20A) days in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not later than five (5) Business Days prior to the commencement of marketing efforts for an offering on such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, two (2) Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section 4(b). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any sale or distribution of Common Stock until the earlier of (i) the offering date the registration statement prepared in connection with such Piggyback Registration has been publicly filed with the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or SEC and (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) 20 days after the date of such notice notice; provided however, that with respect to any Piggyback Registration in connection with an initial public offering each Holder of Registrable Securities agrees to not effect any sale or distribution of Common Stock from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion date of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to through the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any marketing period for such offering if it shall at which marketing period begins within 10 days after the same time withdraw or cease proceeding with the offering date of all other equity securities originally proposed to be included in such offeringnotice.

Right to Piggyback. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Corporation Company shall give prompt written notice of such filing no later than five (5) Business Days prior to each Holder the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating Registration Statement the number and type of Registrable Securities desired as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “Piggyback Registration”). Subject to be registered or includedSection 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within fifteen five (155) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution of the Common Stock (other than the Registrable Securities identified in such Piggyback Requests) that are the subject of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 Registration Statement proposed to be included in such offeringfiled by the Company.

Right to Piggyback. Each time Subject to the Corporation last sentence of this paragraph (1), whenever the Company proposes to offer register any shares of its equity securities in a registered underwritten offering (Common Stock under the Act at any time after the Second Anniversary, other than pursuant (A) a registration statement on Form S-4 or S-8 (or any successor forms or comparable foreign forms) or filed in connection with an exchange offer or (B) an offering of securities solely to an Excluded the Company’s existing shareholders (a “Proposed Registration) under ”), and the Securities Act (whether registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation shall Company will give prompt written notice to each Holder Original Shareholder of its intention to effect such a registration and will, subject to Section 4(a)(2) hereof, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from each Original Shareholder within 15 days after receipt of the Company’s notice, provided that if, at any time after giving written notice of its intention to register any shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (which notice shall be given not less than twenty (201) days prior to (i) the offering in the case of an underwritten offering pursuant a determination not to Rule 415 under the Securities Act (or any successor rule) (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)register, which notice shall offer each such Holder the opportunity to include any or all be relieved of its obligation to register any Registrable Securities in connection with such underwritten offeringregistration, subject 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 limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering public pursuant to this Section 2.2.1 by giving written notice 4 on the same terms and subject to the Corporation 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 withdrawalexchangeable or convertible securities). Subject If the Company proposes, in conjunction with a Piggyback Registration, to Section 2.2.2 belowfile 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 Corporation Original Shareholders shall include be entitled to participate in such underwritten offering all such Registrable Securities so requested Canadian Offering to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with extent and on the offering of all other equity securities originally proposed same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as they are entitled to be included participate in such offeringthe Piggyback Registration under this Agreement.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering under the 1933 Act (other than pursuant to an Excluded Registration) under the Securities Act (whether for the account a transaction described in Rule 145 of the Corporation 1933 Act or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”on Form S-4 or S-8), whether or not for sale for its own account, the Corporation shall Company will each time give prompt written notice of such proposed filing to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to the Purchasers (i) in all cases at least 30 days before the offering anticipated effective date and (ii) in the case of an underwritten offering pursuant to Rule 415 under a proposed registration in connection with the Securities Act exercise of any demand registration rights (or any successor rule) (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), which the demand registration rights under Section 15.1 hereof) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer each such Holder the Purchasers the opportunity to include any or all register such amount of its their Registrable Securities in such underwritten offering, as they shall request (a "PIGGYBACK REGISTRATION") subject to the limitations contained in Section 2.2.2 Sections 15.2(b) and 15.2(c) hereof. Each Holder who desires Subject to have its Sections 15.2(b) and 15.2(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities included in such underwritten offering shall so advise with respect to which the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) Company has received written requests for inclusion therein within fifteen (15) days after the date of such notice from has been given by the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice Company to the Corporation of such withdrawal. Subject to Section 2.2.2 below, Purchasers; provided that the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding Company (as determined by the foregoing, the Corporation Board) may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity 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 part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration unless the Purchasers have otherwise agreed with the underwriters of such offering.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registrationthe “Priority Securities”) under the Securities Act (whether 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 any similar form or (6) a registration the primary purpose of which is to register debt securities), and a registration form to be used in such registration may be used for the account registration of Registrable Securities of the Corporation or the account of any equity holder of the Corporation other than a Holder) same class (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice (a “Piggyback Notice”) to each Holder all Holders of Registrable Securities of such class (including, in the case of a Piggyback Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 4 but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Piggyback Registration 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), the Company shall include in any such registration by it all Registrable Securities of the same class as the securities being registered with respect to which 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 given not less than twenty 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 restrict the 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 (201) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject such Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package not less than five (5) Business Days prior to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the closing date of such notice from offering, and (2) in the Corporation. Any case of any other offering, such Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package a reasonable time prior to the right to withdraw such Holder’s request for inclusion proposed sale of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering, as determined by the Company.

Right to Piggyback. Each time (i) If the Corporation Company proposes to offer register any shares of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Common Stock under the Securities Act on its own account (whether a “Primary Registration”) or for the account of others after the Corporation one (1) year anniversary of the Closing (other than (A) pursuant to a registration on Form S-8, or any successor form, relating to equity securities issuable upon exercise of employee stock options in connection with any employee benefit or similar plan of the account 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 any securities solely to the existing shareholders of the Company 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 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 Corporation other than a Holder) Company, the Company shall provide notice (a the “Piggyback OfferingNotice”), the Corporation shall give prompt written notice ) to each Holder of Registrable Securities (which notice shall be given not less than Newtek at least twenty (20) days Business Days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which relating to such registration. Such notice shall set forth Newtek’s rights under this Section 3(a) and shall offer each such Holder Newtek the opportunity to include any or all in such registration statement the number of its Registrable Securities in such underwritten offeringproposed to be registered as Newtek may request (a “Piggyback Registration”), subject to the limitations contained other terms and conditions of this Agreement, including, without limitation, the provisions of Section 3(c) and 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, if any, below which Newtek will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or changed in Section 2.2.2 hereof. Each Holder who desires the discretion of Newtek), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to have include, all Registrable Securities that the Company has been so requested to include by Newtek, and shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by Newtek, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that, if such registration involves an underwritten offering, Newtek must sell its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after to the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering underwriters selected pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering(3)(d).

Right to Piggyback. Each time If the Corporation proposes Company shall determine to offer register for sale any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for its own account or for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) others (each a “Piggyback OfferingRegistration”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, directors, consultants (to the Corporation extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their family members (including a registration on Form S-8), or (ii) a registration relating solely to a Rule 145 transaction (under the Securities Act) or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization, or similar event, the Company shall promptly give prompt to the Purchaser written notice to each Holder of Registrable Securities thereof (which and in no event shall such notice shall be given not less than twenty ten (2010) calendar days prior to the filing of such registration statement), and, upon the written request of the Purchaser within thirty (i30) days after the giving of such notice, will use its best efforts to include in such Piggyback Registration (and any related qualification under blue sky laws or other compliance) the offering Shares purchased by the Purchaser pursuant to this Agreement (or any other securities of the Company, including but not limited to any securities convertible or exchangeable into shares of Common Stock or options, warrants or other rights to acquire Common Stock issued to the Purchaser in lieu of such Shares or thereafter acquired by the case Purchaser pursuant to a stock split, stock dividend, recapitalization, reverse merger or similar transaction in connection with such Shares) (the “Registrable Securities”), specified in a written request or requests, made within five (5) calendar days after receipt of an underwritten offering such written notice from the Company, by the Purchaser. The Company shall determine for reasons of complying with limitations on the maximum number of shares of Common Stock permitted to be registered in a Piggyback Registration by the staff of the Commission pursuant to Rule 415 promulgated under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) Act, the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the exact number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in any Piggyback Registration. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Purchaser shall furnish to the Company such offeringinformation regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. However, the Company may, without the consent of the Purchaser, withdraw such registration statement prior to its becoming effective if the Company has elected to abandon the proposal to register the securities proposed to be registered thereby.

Right to Piggyback. Each time the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than a HolderCompany) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) 10 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder the opportunity to include any or all of its such Holder’s Registrable Securities in such underwritten offeringregistration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who desires to have its such Holder’s Registrable Securities included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen (15) five days after the date of such notice from the CorporationCompany. Any Holder shall have the right to withdraw such Holder▇▇▇▇▇▇’s request for inclusion of such Holder▇▇▇▇▇▇’s Registrable Securities in any underwritten offering registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Corporation Company of such withdrawalwithdrawal on or before the fifth day prior to the planned effective date of such Piggyback Registration. Subject to Section 2.2.2 2.3.2 below, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered and will have no liability to the Holder in connection with such offeringtermination or withdrawal, except for the obligation to pay any registration expenses pursuant to Section 2.7.3.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of the Corporation one or the account of any equity holder more shareholders of the Corporation Company (other than a Holderthe Investors) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities Investor (which notice shall be given not held in confidence by the Investor until the offering is publicly disclosed) of its intention to effect such a registration (but in no event less than twenty ten (2010) days Business Days prior to the proposed date of filing of the applicable Registration Statement (ior, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion)) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the offering account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) Business Days (or, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion) after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an underwritten offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) rule thereto (a “Corporation Piggyback Shelf RegistrationRegistration Statement”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice the Investors shall offer each be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations contained in Section 2.2.2 hereof. Each Holder who desires that are applicable to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringPiggyback Registration as set forth above.

Right to Piggyback. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form S-4, Form F-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then the Corporation Company shall give prompt written notice to each Holder of Registrable Securities such filing no later than ten (which notice shall be given not less than twenty (2010) days Business Days prior to the filing date, or, fifteen (i15) the offering Business Days in the case of an underwritten offering pursuant to Rule 415 a Public Offering under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) shelf registration statement, the anticipated filing pricing or trade date (the “Piggyback Notice”), to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offeringRegistration Statement, subject or to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included sell in such underwritten offering shall so advise the Corporation in writing (stating Public Offering, the number and type of Registrable Securities desired as each such holder may request (each, a “Piggyback Registration”). Subject to be registered or includedSection 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within fifteen ten (1510) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of such notice from the Corporation. Any Holder shall have distribution by the right to withdraw such Holder’s request for inclusion holders of such Holder’s the Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be than those making Piggyback Requests) included in such offeringRegistration Statement.

Right to Piggyback. Each (a) At any time (i) the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than a Holder) Company and including any registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Offering”universal shelf” registration statement)), and the Corporation form of registration to be used permits the registration of Registrable Shares or (ii) the Company or any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act in which Registrable Shares held by a Holder are included and have not previously been disposed of, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than twenty (20) 30 days prior to (i) the effective date of the Company’s registration statement or the commencement of an offering in the case of an underwritten offering made under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationthat previously has become effective), which notice shall offer each such Holder the opportunity to (x) in the case of a registration statement under clause (i) above, include any or all of its Registrable Securities Shares in such registration or, at the Company’s option, in a separate registration statement filed concurrently therewith or (y) in the case of an underwritten offeringoffering to be made under a registration statement that previously has been declared effective, include in such offering any or all of such Holder’s Registrable Shares that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a “Piggyback Registration”), subject to the limitations contained in Section 2.2.2 hereof. , and, if the proposed registration or offering relates to an underwritten offering, such notice shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Securities Shares included in such underwritten offering a Piggyback Registration shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedincluded and the intended method of disposition) within fifteen (15) 20 days after the date receipt of such notice from the CorporationCompany. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Corporation Company of such withdrawalwithdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than, in the case of a Piggyback Registration under Section 2.2.1(a)(i), payment of registration and filing fees actually paid by the Company to the SEC prior to receipt of such written notice requesting withdrawal to the extent related to the Registrable Shares to be withdrawn; provided, however, that such withdrawing Holder shall not be obligated to pay Registration Expenses if after the registration statement has first been filed with the SEC there has been any event, change or effect which, individually or in the aggregate, had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company. Subject to Section 2.2.2 belowhereof, the Corporation Company shall include in such underwritten offering Piggyback Registration all such Registrable Securities Shares so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered. (c) The rights under this Section 2.2.1 shall not apply to Registrable Shares in such offeringthe event of a Demand Registration, a Company Shelf Registration or any Shelf Takedown.

Right to Piggyback. Each time Whenever prior to the Corporation Termination Date CPLP proposes to offer any of its equity securities in file (i) a registered underwritten offering (shelf registration statement, other than pursuant the Registration Statement contemplated by Section 3(a), or a prospectus supplement to an Excluded Registrationeffective shelf registration statement, other than the Registration Statement contemplated by Section 3(a) under and the Securities Act Holders may be included without the filing of a post-effective amendment, or (ii) a registration statement, other than a shelf registration statement, (in each case other than on a registration statement on Form ▇-▇, ▇-▇, ▇-▇ or F-4, or any similar successor forms), whether for its own account or for the account of the Corporation one or the account more holders of any equity holder of the Corporation Units (other than a Holderthe Holders) (a “Piggyback OfferingRegistration”), the Corporation CPLP shall give prompt written notice to each Holder the Holders of its intention to effect such a registration and, subject to Sections 2(b) and 2(c), shall include in such registration statement and in any offering of Units to be made pursuant to that registration statement all Registrable Securities with respect to which CPLP has received a written request for inclusion therein from a Holder within 10 days after such Holder’s receipt of CPLP’s notice (which or as much notice shall as practicable, which, for the avoidance of doubt may be given as little as one hour, in connection with any overnight or bought Underwritten Offering; provided, that if in connection with an offering of any primary securities by CPLP, if it is not less than twenty (20) days prior practicable to (i) the offering provide such notice in the case of an underwritten overnight or bought Underwritten Offering, CPLP shall not be required; provided; further, that if the managing underwriters advise CPLP that in their opinion no additional Units may be sold in such offering without materially delaying or jeopardizing the success of such offer, no notice shall be required); provided that only Registrable Securities of the same class or classes as the Units being registered may be included. CPLP shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. If CPLP or any other Person other than a Holder proposes to sell Units in an Underwritten Offering pursuant to Rule 415 a registration statement on Form F-3 under the Securities Act (or any successor rule) (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)Act, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered treated as a primary or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering secondary Underwritten Offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringa Piggyback Registration.

Right to Piggyback. Each time the Corporation If Computer Sciences GS proposes to offer register any of its Computer Sciences GS Common Stock (whether or not in combination with any other equity securities or debt security or otherwise and whether or not in connection with a registered underwritten offering (other than pursuant to an Excluded Shelf Registration) under the Securities Act (whether other than in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Stockholder Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Computer Sciences GS shall give prompt written notice to each Holder the Stockholders of its intention to effect such a registration. Each such notice shall specify the approximate number of shares of Computer Sciences GS Common Stock to be registered. Subject to Sections 4.2 and 4.3, if Stockholder Registrable Securities in the aggregate equal 2% or more of the outstanding shares of Computer Sciences GS Common Stock, Computer Sciences GS will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Stockholder Registrable Securities with respect to which notice shall be given not less than twenty (20) Computer Sciences GS has received a written request from any Stockholder for inclusion therein within 10 days prior to after the delivery of such notice; provided that (i) each seller must sell its Stockholder Registrable Securities to the underwriter or underwriters selected by Computer Sciences GS in connection with such offering in on the case same terms and conditions as apply to Computer Sciences GS and (ii) if, at any time after giving notice to the relevant Stockholder of an underwritten offering pursuant its intention to Rule 415 effect such registration, Computer Sciences GS shall determine for any reason not to register any of its Computer Sciences GS Common Stock under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) Act, Computer Sciences GS shall give notice to the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice relevant Stockholder and thereupon shall offer each such Holder the opportunity to include any or all be relieved of its obligation to register any Stockholder Registrable Securities in connection with such underwritten offeringregistration and, subject except for the obligation to pay Registration Expenses pursuant to Section 5.2 Computer Sciences GS shall have no liability to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its holders of Stockholder Registrable Securities included in connection with such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered termination or included) within fifteen (15) days after the date of such notice from the Corporationwithdrawal. Any Holder Computer Sciences GS shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in select the underwriter or underwriters to administer any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of in connection with such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such registration and related offering.

Right to Piggyback. Each time If the Corporation Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Company Securities whether or not for sale for its own account (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, each such time, the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than such proposed filing at least twenty (20) days prior before the anticipated filing date (the “Piggyback Notice”) to (i) all Holders; provided, however, that the offering in the case of an underwritten offering pursuant to Rule 415 Company shall be prohibited from causing any registration statement under the Securities Act with respect to a primary offering of Company Securities to go effective unless, at the time of the effectiveness of such primary registration statement, the Shares are freely tradable under Rule 144 without limitation (or any successor ruleother than the current public information requirement set forth in Rule 144(c) (a “Corporation Shelf Registration”so long as the requirements in Rule 144(c)(1) are satisfied) or (ii) there is an effective Registration Statement covering the anticipated filing date resale of such Shares on file with the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice SEC. The Piggyback Notice shall offer each such Holder the Holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating registration statement the number and type of Registrable Securities desired as each such Holder may request (a “Piggyback Registration”). Subject to be registered or includedSection 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after notice has been given to the Holders. The eligible Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of such notice from Piggyback Registration. The Company shall not be required to maintain the Corporation. Any Holder shall have effectiveness of the right Registration Statement for a Piggyback Registration beyond the earlier to withdraw such Holder’s request for inclusion occur of such Holder’s (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringRegistration Statement.

Right to Piggyback. Each (a) At any time after the Corporation earlier of (x) the Initial Public Offering and (y) the date on which the Company has a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act, each time (i) the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than Company and including any registration statement pursuant to Rule 415 under the Securities Act (such as a Holder) (a “Piggyback Offering”"universal shelf' registration statement)), and the Corporation form of registration to be used permits the registration of Rcgistrable Shares or (ii) the Company or any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act in which Registrable Shares held by a Holder are included and have not previously been disposed of, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than twenty (20) 30 days prior to (i) the effective date of the Company's registration statement or the commencement of an offering in the case of an underwritten offering made under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationthat previously has become effective), which notice shall offer each such Holder the opportunity to (x) in the case of a registration statement under clause (i) above, include any or all of its Registrable Securities Shares in such registration or, at the Company's option, in a separate registration statement filed concurrently therewith or (y) in the case of an underwritten offeringoffering to be made under a registration statement that previously has been declared effective, include in such offering any or all such Holder's Registrable Shares that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a "Piggyback Registration"), subject to the limitations contained in Section 2.2.2 2.3.2 hereof. , and, if the proposed registration or offering relates to an underwritten offering, shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Securities Shares included in such underwritten offering Piggyback Registration shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities Shares desired to be registered or includedincluded and the intended method of disposition) within fifteen (15) 20 days after the date receipt of such notice from the CorporationCompany. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any underwritten offering pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Corporation Company of such withdrawalwithdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than payment of registration and filing fees actually paid by the Company to the SEC prior to receipt of such written notice requesting withdrawal to the extent related to the Rcgistrable Shares to be withdrawn; provided, however, that such withdrawing Holder shall not be obligated to pay Registration Expenses if after the registration statement has first been filed with the SEC there has been any event, change or effect which, individually or in the aggregate, had had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company. Subject to Section 2.2.2 below2.3.2 hereof, the Corporation Company shall include in such underwritten offering Piggyback Registration all such Registrable Securities Shares so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered. (c) The rights under this Section 2.3.1 shall not apply to Common Registrable Shares in such offeringthe event of a Common Demand Registration or a Common Demand Shelf Registration (or any takedown thereunder) or to Preference Registrable Shares in the event of a Preference Demand Shelf Registration (or any takedown thereunder).

Right to Piggyback. Each Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the Corporation first anniversary of the Date of Issuance SEi proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) Registration Statement under the Securities Act (whether for the account with respect to any offering of the Corporation or the Common Stock by SEi for its own account and/or on behalf of any equity holder of the Corporation its security holders (other than (i) a Holderregistration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (a “Piggyback Offering”)iii) any registration of securities as it relates to an offering and sale to management of SEi pursuant to any employee stock plan or other employee benefit plan arrangement) then, the Corporation shall give prompt written notice to each Holder of Registrable Securities as soon as practicable (which notice shall be given not but in no event less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing proposed date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationfiling such Registration Statement), which SEi shall give written notice (including the proposed offering price or range of offering prices, the type and amount of securities proposed to be registered, proposed distribution arrangements and the name of the managing underwriter) of such proposed filing to the Holders, and such notice shall offer each such Holder the Holders the opportunity to include any or all of its Registrable Securities in register such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired as the Holders may request (a "Piggyback Registration"). Subject to be registered or included) subsection 2(d), SEi shall include in such Registration Statement all Registrable Securities requested within fifteen (15) days after the date receipt of any such notice from (which request shall specify the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested intended to be included therein. Notwithstanding disposed of by the foregoing, the Corporation may at any time withdraw or 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 Holders to be included in the registration for such offeringoffering pursuant to a Piggyback Registration), provided, however, that if, at any time after giving written notice of its intention to register Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, SEi shall determine for any reason not to register or to delay registration of the Common Stock to be registered for sale by SEi, SEi may, at its election, give written notice of such determination to the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, on one occasion only for a reasonable period (not in excess of 75 days) if in its reasonable judgment such filing would require the disclosure of material information that SEi has a bona fide business purpose for preserving as confidential.

Right to Piggyback. Each time Prior to the Corporation Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form ▇-▇, ▇-▇, ▇-▇ or F-4), whether for its own account or for the account of one or more holders of securities, and the Corporation or the account form of registration statement to be used may be used for any equity holder registration of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which notice shall be given not less than twenty (2010) days prior to (i) after such Holder’s receipt of the offering Company’s notice or, in the case of an underwritten offering pursuant to Rule 415 under a primary offering, such shorter time as is reasonably specified by the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date Company in light of the Corporation’s circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include for any or all of its Registrable Securities in such underwritten offering, subject reason at any time prior to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporationpricing thereof. Any Holder shall have the right may elect to withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Corporation Company of such withdrawalrequest to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. Subject No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration effected pursuant to this Section 3 shall be deemed to have been effected pursuant to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein2(b). Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offering.​

Right to Piggyback. Each time Except with respect to the filing of the Shelf Registration Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Corporation proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) Registration Statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its own account (whether other than a Registration Statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment (or similar) plan, (iii) a registration pursuant to which the Corporation is offering to exchange its own securities for other securities, or (iv) a Shelf Registration Statement pursuant to which only the account initial purchasers and subsequent transferees of debt securities of the Corporation or the account of any equity holder Subsidiary that are convertible for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Corporation other than a Holder) (a “Piggyback Securities Act may resell such notes and sell the Common Stock into which such notes may be converted, then, except to the extent otherwise provided below with respect to the Initial Public Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities such proposed filing no later than ten (which notice shall be given not less than twenty (2010) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date (the “Piggyback Notice”) to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating Registration Statement the number and type of Registrable Securities desired to be registered or included) within fifteen as each such holder may request (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawala “Piggyback Registration”). Subject to Section 2.2.2 below5(b), the Corporation shall include in each such underwritten offering Piggyback Registration all such Registrable Securities so requested with respect to which the Corporation has received written requests for inclusion therein 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 part of the Registrable Securities from a Piggyback Registration at any time at least five (5) Business Days prior to the effective date of the Registration Statement for such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the applicable Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, (i) in connection with a Demand Notice for an Initial Public Offering in which the KKR Stockholders are selling (or causing to be included therein. Notwithstanding the foregoingsold) Registrable Securities beneficially owned by them in such Initial Public Offering on a secondary basis, the Corporation may shall be required to deliver a Piggyback Notice to all holders of Registrable Securities and in such event all holders of Registrable Securities shall have the right to participate in such offering on a pro rata basis with such KKR Stockholders, taken together (it being understood that in connection with any Initial Public Offering in which the KKR Stockholders are not selling (or causing to be sold) Registrable Securities beneficially owned by them on a secondary basis, no such Piggyback Notice need be sent), and (ii) no member of senior management of the Corporation or any of its Subsidiaries who has been provided with piggyback rights in this Section 5 shall be permitted to exercise such rights unless the KKR Stockholders are selling Registrable Securities in such transaction. If at any time withdraw or cease proceeding after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration the Corporation shall determine for any such offering if it shall at reason not to register the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed intended to be included in such offeringregistration, the Corporation may, at its election, give written notice of such determination to the Stockholders and thereupon the Corporation shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Principal Stockholder promptly thereafter to request that such registration be continued as a registration under Section 3 to the extent permitted thereunder (which continuation shall, for the avoidance of doubt, not require the restart of any applicable minimum notice provisions, but shall count as a Demand Registration for purposes of Section 4(e)).

Right to Piggyback. Each time the Corporation BREP proposes to offer (x) register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the Securities Act public (whether for the account of the Corporation BREP or the account of any securityholder of BREP) or (y) sell any of its equity holder of the Corporation securities (other than pursuant to an Excluded Registration) and with respect to which a HolderShelf Registration and prospectus supplement are expressly being utilized to effect such sale, (clause (x) and (y) are each referred to as a “Piggyback OfferingRegistration”), the Corporation BREP shall give prompt written notice to each Holder of Registrable Securities Units (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of BREP’s Registration Statement or Prospectus, or not less than ten (10) days in the Corporation’s registration statement in case of a registration other than a Corporation Shelf Registration“bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Units in such underwritten offeringRegistration Statement, prospectus supplement or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Units included in such underwritten offering Registration Statement, prospectus supplement or Prospectus, as applicable, shall so advise the Corporation BREP in writing (stating the number and type of Registrable Securities Units desired to be registered or includedregistered) within fifteen ten (1510) days after the date of such notice from BREP (or within one (1) Business Day in the Corporationcase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Units in any underwritten offering Registration Statement, prospectus supplement or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to the Corporation BREP of such withdrawal. Subject to Section 2.2.2 below, the Corporation BREP shall include in such underwritten offering Registration Statement, prospectus supplement or Prospectus, as applicable, all such Registrable Securities Units so requested to be included therein. Notwithstanding the foregoing; provided, the Corporation however, that BREP may at any time withdraw or cease proceeding with any such offering registration or sale if it shall at the same time withdraw or cease proceeding with the offering registration or sale of all other equity securities originally proposed to be included in such offeringregistered or sold.

Right to Piggyback. Each If at any time following the Corporation expiration of any lock-up period relating to a Qualifying Follow-on, the Company proposes to offer register any of its common equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (other than a registration statement on Form S-8 or on Form F-4 or any similar successor forms thereto), whether for its own account or for the account of one or more Stockholders (subject to the Corporation or terms of this Agreement), and the account registration form to be used may be used for any registration of any equity holder of the Corporation other than a Holder) Registrable Common Shares (a “"Piggyback Offering”Registration"), the Corporation Company shall give prompt written notice (in any event within 20 days after its receipt of notice of any exercise of other demand registration rights) to each all Holders of its intention to effect such a registration. During the Solimar Exclusivity Period, no Holder of Registrable Securities (which notice other than Solimar and its transferees shall be given not less than twenty (20) days prior entitled to (i) participate in such Piggyback Registration, provided, however, that Los Avellanos and Hazels may participate to the extent permitted by the Los Avellanos/Hazels Tag-along Right, if operative at such time; and provided further that such other Holders may participate in such Piggyback Registration if the proposed offering in the case of to which such request relates is an underwritten offering pursuant to Rule 415 under and consummation of such offering will result in a Complete Solimar Disposition, and provided, further, that such other Holders may participate in such Piggyback Registration on a pro-rata basis after the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date end of the Corporation’s registration statement Solimar Exclusivity Period. Subject to Sections 4(b) and 4(c) hereof, the Company shall include in such Registration Statement all such Registrable Common Shares requested by Solimar or its transferees (or, to the extent permitted by the provisos to the immediately preceding sentence, such other Holder or Holders as shall participate in such Piggyback Registration) in writing to be included therein. Following the expiration of the Solimar Exclusivity Period, each remaining Holder (including Solimar, if a registration other than a Corporation Shelf Registration), which notice Complete Solimar Disposition shall offer each such Holder not have occurred prior to the end of the Solimar Exclusivity Period) shall have the opportunity to include have any or all of its the Registrable Securities in Common Shares held by such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering Registration Statement. In such event, the Company shall so advise include in such Registration Statement all such Registrable Common Shares with respect to which the Corporation in writing (stating Company has received written requests for inclusion therein. All requests made to the number and type Company for registration of Registrable Securities desired to Common Shares under this Section 4(a) must be registered or included) made within fifteen (15) 15 days after the date of such notice from the CorporationCompany's notice. Any Holder shall have The Company may postpone or withdraw the right to withdraw such Holder’s request for inclusion filing or the effectiveness of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may a Piggyback Registration at any time withdraw or cease proceeding with any in its sole discretion. The Company shall promptly notify each Holder (which notice may be in the initial notice of the of Company's intention to effect a registration of its Common Shares) in the event that such offering if it shall at Holder's Registrable Common Shares cannot be registered under this Section 4(a) during the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringSolimar Exclusivity Period.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act (whether for its own account or for the account of any holder of Class A Shares (other than (i) pursuant to a Demand Registration, in which case the Corporation ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, (iii) in connection with a registration the account primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the issuance by the Company of Class A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any equity holder of over-allotment or “green shoe” option requested by the Corporation other than a Holdermanaging underwriter(s))) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder all applicable holders of Registrable Securities Shares of its intention to effect such a registration and of such holders’ rights under this Section 4(a). Upon the written request of any holder of Registrable Shares receiving such notice (which notice shall request must specify the Registrable Shares intended to be given not less than twenty (20) days prior to (i) disposed of by such holder and the offering in the case intended method of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationdisposition thereof), which notice the Company shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, registration (subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its provisions of this Agreement) all Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired Shares requested to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice 4(a), subject to the Corporation of such withdrawal. Subject to Section 2.2.2 Sections 4(b) and 4(c) below, with respect to which the Corporation shall include in Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice; provided that any such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such offering prior to executing the underwriting agreement or, if it shall at none, prior to the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringapplicable registration statement becoming effective.

Right to Piggyback. Each On and after the date of this Agreement and continuing until February 1, 1999, if at any time the Corporation Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether for the account with respect to an offering of shares of the Corporation or the account of any equity holder common stock of the Corporation Company solely for cash (other than a Holder) (Demand Registration Statement hereunder, and other than a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) days prior to registration statement (i) on Form S-8 or any successor form to such form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such form or in connection with an exchange 4 offer, (iii) in connection with a rights offering exclusively to existing holders of shares of common stock of the Company, (iv) in connection with an offering in solely to employees under an employee benefit, share dividend, share ownership or dividend reinvestment plan by the case Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of an underwritten offering the Securities Act, or (vi) a shelf registration pursuant to Rule 415 under the Securities Act (Act, or any successor rule) , if the Company in its good faith discretion believes the inclusion of Registrable Securities would adversely interfere with such offering or otherwise adversely affect the Company), whether or not for its own account (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"PIGGYBACK REGISTRATION STATEMENT"), which the Company shall give prompt written notice shall offer each of such proposed filing to the Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering(a "PIGGYBACK NOTICE") and, subject to the limitations contained provisions of subsections 2.b and 2.c, below, the Company will include in Section 2.2.2 hereof. Each Holder who desires to have its such registration all Registrable Securities included in such underwritten offering shall so advise with respect to which the Corporation in writing Company receives a written request for inclusion therein within twenty (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (1520) days after the date of such notice from delivery of the CorporationPiggyback Notice. Any The Holder shall have the right be permitted to withdraw such all or part of the Holder’s request for inclusion of such Holder’s 's Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may from a Piggyback Registration Statement at any time withdraw or cease proceeding with any prior to the effective date of such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringPiggyback Registration Statement.

Right to Piggyback. Each time If the Corporation proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether or, if applicable, a final prospectus supplement relating to a “shelf” registration pursuant to Rule 415 under the Securities Act) with respect to an offering of Common Stock by and for the account of the Corporation or the account of any equity holder of the Corporation (other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then, each such time, the Corporation shall give prompt written notice to each Holder of Registrable Securities such proposed filing at least one (which notice shall be given not less than twenty (201) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) day before the anticipated filing date (the “Piggyback Notice”) to all of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice holders of Registrable Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating registration statement the number and type of Registrable Securities desired to be registered or included) within fifteen as each such holder may request (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawala “Piggyback Registration”). Subject to Section 2.2.2 below4(b) hereof, the Corporation shall include in each such underwritten offering Piggyback Registration all such Registrable Securities so requested with respect to be included therein. Notwithstanding the foregoing, which the Corporation may has received written requests for inclusion therein within one (1) day after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective date of such offering if it Piggyback Registration. The Corporation shall at not be required to maintain the same time withdraw or cease proceeding with effectiveness of the offering Registration Statement for a Piggyback Registration beyond the earlier to occur of all other equity securities originally proposed to be (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such offeringRegistration Statement; provided, however, that any Stockholder owning Common Stock that has been included on such shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Stock.”

Right to Piggyback. Each time the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation other than a Holder) (a “Piggyback Offering”Company), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty thirty (2030) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s registration statement in a registration other than a Corporation Shelf RegistrationCompany's Registration Statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities or his Conversion Common Stock in such underwritten offeringRegistration Statement, subject to the limitations contained in Section 2.2.2 2.1.2 hereof. Each Holder who desires to have its Registrable Securities or his Conversion Common Stock included in such underwritten offering Registration Statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen twenty (1520) days after the date of such notice from the CorporationCompany. Any Holder shall have the right to withdraw (provided that, after such Holder has entered into an underwriting agreement, such right to withdraw will exist only to the extent provided in such underwriting agreement) such Holder’s 's request for inclusion of such Holder’s Registrable Securities 's Conversion Common Stock in any underwritten offering Registration Statement pursuant to this Section 2.2.1 2.1.1 by giving written notice to the Corporation Company of such withdrawal. Subject to Section 2.2.2 below2.1.2 hereof, the Corporation Company shall include in such underwritten offering Registration Statement all such Registrable Securities Conversion Common Stock so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included in such offeringregistered. As used herein, "Excluded Registration" means a registration under the Securities Act of (i) securities registered pursuant to the Shelf Registration, (ii) securities registered on Form S-4 or S-8 or any similar successor form, (iii) securities registered to effect the acquisition by the Company of, or combination by the Company with, another Person or registered to effect an offering solely to the Company's existing stockholders and (iv) securities registered pursuant to any primary shelf registration statement on the part of the Company or any resale shelf registration statement on behalf of any other Person.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act of 1933, as amended (other the "SECURITIES ACT")(other than pursuant to an Excluded Registration) a registration of securities on Form S-4 or S-8 under the Securities Act (whether or a successor form to either of such Forms) or pursuant to a "Demand Registration," as such term is defined in that certain Registration Agreement dated as of April 23, 1997 by and among the Company and certain investors in and executives of the Company (as such Registration Agreement may be amended or amended and restated from time to time, the "INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT") and that certain Registration Agreement dated as of August 1, 1997 by and among the Company and certain other executives and shareholders of the Company ((as such Registration Agreement may be amended or amended and restated from time to time, the "RTI REGISTRATION RIGHTS AGREEMENT"), and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a HolderRegistrable Securities (as defined below) (a “Piggyback Offering”"PIGGYBACK REGISTRATION"), the Corporation Company shall give prompt written notice to each Holder all Shareholders of its intention to effect such a registration and shall include in such registration all Registrable Securities (with respect to which notice the Company has received written requests for inclusion therein within 10 days after the receipt of the Company's notice. "REGISTRABLE Securities" means all of the shares of Common Stock held by each Shareholder at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be given Registrable Securities and the Company shall not less than twenty (20) days prior be required to continue to maintain the effectiveness of a registration statement with respect thereto upon the earliest to occur of the following: (i) when they have been sold under the offering Securities Act in a registered offering, (ii) sold to the case of an underwritten offering pursuant to public through a broker, dealer or market maker in compliance with Rule 415 144 under the Securities Act (or any similar rule then in force) ("RULE 144") (iii) or become eligible for sale (without limitation) under Rule 144K or any successor rule) (. For purposes of this Registration Rights Agreement, a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in person shall be deemed to be a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type holder of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of whenever such notice from the Corporation. Any Holder shall have person has the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all acquire such Registrable Securities so requested (upon conversion or exercise of securities or otherwise), whether or not such acquisition has actually been effected; PROVIDED, HOWEVER, that such acquisition must actually have been effected prior to the effective date of any registration statement which includes any Registrable Securities to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringso acquired.

Right to Piggyback. Each (a) Other than in connection with a registration on Form S-4 or S-8 promulgated by the SEC and any successor or similar forms, if at any time the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant Ordinary Shares and the registration form to an Excluded Registration) under the Securities Act (whether be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback OfferingRegistration”), then as soon as practicable but not less than fifteen (15) Business Days prior to the Corporation filing of such Registration Statement, the Company shall give prompt written notice of its intention to each Holder effect such a registration to the Holders (a “Piggyback Notice”), and subject to Sections 3.2 and 3.3, shall use its reasonable best efforts to include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwritten offering) such number of Registrable Securities (with respect to which notice shall be given not less than the Company has received written requests for inclusion therein within twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject Business Days. Prior to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type commencement of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any any “road show,” any Holder shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 registration by giving written notice to the Corporation Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. The Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Section 3.1 before the effective date of such withdrawal. Subject registration or the completion of such offering, whether or not any Holder has elected to Section 2.2.2 below, the Corporation shall include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Section 5. All Holders of Registrable Securities proposing to include their Registrable Securities in a Piggyback Registration initiated as an underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding enter into an underwriting agreement in customary form with the offering of all other equity securities originally proposed to be included in managing underwriter or underwriters selected for such offeringunderwriting by the Company.

Right to Piggyback. Each (a) At any time after August 20, 2000, whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering under the Securities Act (other than pursuant to an Excluded Registrationa registration on Form S-8) under and the Securities Act (whether registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a Holder) Registrable Securities (a “Piggyback Offering”an "Incidental Registration"), the Corporation Company shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights) to each Holder all holders of Warrants or Registrable Securities (which notice shall be given not less than twenty (20) days prior of its intention to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in effect such a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. (b) If an Incidental Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration, subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, subject to pro rata cut back among the holders thereof, and (iii) third, other securities requested to be included in such registration. (c) If an Incidental Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration, subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering if it shall at the same time withdraw or cease proceeding with the offering of all and (iii), third, other equity securities originally proposed requested to be included in such offeringregistration.

Right to Piggyback. Each Commencing on the 91st day after the Effective Date and ending on the second anniversary of the Effective Date, each time during such period that the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Common Stock under the Securities Act for sale pursuant to an underwritten public offering for cash (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation Company other than a Holderunder Section 2(b)) and the form of registration statement to be used permits the registration of Registrable Securities (a “Piggyback Offering”without limitation, Forms S-4 and S-8 and successor forms thereto shall be deemed not to permit such registration), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities Stockholder (which notice shall be given not less than twenty (20) 30 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s Company's registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of its such Registrable Securities of such Stockholder in such underwritten offeringregistration statement, subject to the limitations contained in Section 2.2.2 hereof2(c)(ii) (a Piggyback Registration ). Each Holder who Stockholder that desires to have its Registrable Securities included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares of Common Stock or the principal amount of New Notes desired to be registered or includedregistered) within fifteen (15) 20 days after the date of receipt of such notice from the CorporationCompany. Any Holder Stockholder shall have the right to withdraw such Holder’s Stockholder's request for inclusion of such Holder’s Stockholder's Registrable Securities in any underwritten offering registration statement pursuant to this Section 2.2.1 2(c) by giving written notice to the Corporation Company of such withdrawalwithdrawal not later than five days prior to the effective date of the Company's registration statement. Subject to Section 2.2.2 2(c)(ii) below, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities the Common Stock originally proposed to be included registered. Notwithstanding anything to the contrary set forth in this Agreement, no Stockholder may participate in a registration under this Section 2(c) unless, at the time thereof, (1) such offeringStockholder owns at least 10% of the then-outstanding shares of Common Stock with respect to a registration involving the Common Stock or at least 10% in aggregate principal amount of the then-outstanding New Notes with respect to a registration revolving the New Notes or (2) certifies in writing to the Company that such Stockholder may be deemed to be an affiliate of the Company under the Securities Act.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of --- ------------------ its equity securities in a registered underwritten offering under the Securities Act of 1933, as amended (the "SECURITIES ACT") (other than pursuant to an Excluded Registration) a registration of securities on Form S-8 under the Securities Act (whether or a successor form to either of such Forms) or pursuant to a "Demand Registration," as such term is defined in that certain Registration Agreement dated as of April 23, 1997 by and among the Company and certain investors in and executives of the Company (as such Registration Agreement may be amended or amended and restated from time to time, the "INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT")), and the registration form to be used may be used for the account registration of the Corporation or the account of any equity holder of the Corporation other than a HolderRegistrable Securities (as defined below) (a “Piggyback Offering”"PIGGYBACK REGISTRATION"), the Corporation Company shall give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which notice the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. "REGISTRABLE SECURITIES" means the shares of Common Stock held by the Shareholders at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization, and any other shares of Common Stock held by the Shareholders at any time. As to any particular Registrable Securities, such securities shall cease to be given not less than twenty (20) days prior Registrable Securities when they have been registered under the Securities Act or sold to (i) the offering public through a broker, dealer or market maker in the case of an underwritten offering pursuant to compliance with Rule 415 144 under the Securities Act (or any successor rulesimilar rule then in force) ("RULE 144"). For purposes of this Amended and Restated Registration Rights Agreement, a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in person shall be deemed to be a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type holder of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of whenever such notice from the Corporation. Any Holder shall have person has the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all acquire such Registrable Securities so requested (upon conversion or exercise in connection with a transfer of securities or otherwise), whether or not such acquisition has actually been effected; provided, however, that such ----------------- acquisition must actually have been effected prior to the effective date of any registration statement which includes any Registrable Securities to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringso acquired.

Right to Piggyback. Each If the Partnership, at any time at or after the Corporation Effectiveness Date, proposes to offer file a Registration Statement with respect to any offering of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for its own account or for the account of the Corporation any securityholder who holds its securities other than (i) a registration on Form S-4 or the account S-8 or any successor form to such forms, (ii) a registration of any equity holder securities solely relating to an offering and sale to employees, directors officers, members, managers, advisors or consultants of the Corporation Partnership pursuant to any employee stock plan or other than employee benefit plan arrangement or (iii) a Holder) registration of non-convertible debt securities (each, a “Piggyback OfferingRegistration”) and the registration form to be used may be used for the registration of Registrable Securities then, as expeditiously as possible (but in no event less than 10 days following the date of filing such Registration Statement), the Corporation Partnership shall give prompt written notice (the “Registration Notice”) of such proposed filing to each Holder all holders of Registrable Securities, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice shall offer as each such Holder the opportunity to include any or all of its Registrable Securities holder may request in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawalwriting. Subject to Section 2.2.2 belowSections 2(c) and 2(d), the Corporation Partnership shall include in such underwritten offering Registration Statement all such Registrable Securities so which are requested to be included thereintherein within seven days after the Registration Notice is given to such holders. Notwithstanding anything in this Agreement to the foregoingcontrary, if ▇▇▇▇▇ ▇▇▇▇▇ proposes to sell Registrable Securities in the Corporation may at IPO, such registration shall constitute a Piggyback Registration; provided, for the avoidance of doubt, that (y) no holder of Registrable Securities shall be permitted to sell any time withdraw or cease proceeding with any Registrable Securities in the IPO unless ▇▇▇▇▇ ▇▇▇▇▇ sells Registrable Securities in the IPO and (z) in no event shall a holder of Registrable Securities be permitted to sell a greater proportion of such offering if it shall at holder’s Registrable Securities than ▇▇▇▇▇ ▇▇▇▇▇ sells in the same time withdraw or cease proceeding with the offering of all other equity securities originally proposed to be included in such offeringIPO.

Right to Piggyback. Each time Except with respect to a Demand Registration, the Corporation procedures for which are addressed in Section 3, if the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (a “Piggyback Offering”ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Corporation Company shall give prompt written notice of such filing no later than five (5) Business Days prior to each Holder the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (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), which notice Securities. The Piggyback Notice shall offer each such Holder holders the opportunity to include any (or all of its Registrable Securities cause to be included) in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating Registration Statement the number and type of Registrable Securities desired as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “Piggyback Registration”). Subject to be registered or includedSection 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within fifteen five (155) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred twenty (120) days after the effective date thereof and (y) consummation of the distribution of the Common Stock (other than the Registrable Securities identified in such Piggyback Requests) that are the subject of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 Registration Statement proposed to be included in such offeringfiled by the Company.

Right to Piggyback. Each time Whenever the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (each, a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty in any event at least ten (2010) days Business Days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the 3 CPAM: 10017180.3 anticipated filing date of the Corporation’s registration statement in Registration Statement relating to such registration) to each Holder of its intention to effect such a registration other than a Corporation Shelf Registration), which notice and shall offer each such Holder the opportunity use its commercially reasonable efforts to include any or in such registration all of its Registrable Securities in such underwritten offering, subject with respect to which the limitations contained in Section 2.2.2 hereof. Each Company has received a written request from each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing for inclusion therein within five (stating the number and type of Registrable Securities desired to be registered or included5) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw Business Days following such Holder’s request 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 inclusion 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, (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (iii) each Holder shall complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder’s Registrable Securities underwriting agreement, (iv) each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and (v) each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. 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 underwritten offering time after giving notice of its intention to register any Company securities pursuant to this Section 2.2.1 by giving written 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include Holders participating in such underwritten offering all such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or cease proceeding in connection 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 be included in such offeringregistration.

Right to Piggyback. Each At any time after the Corporation Registration Period Commencement Date, whenever the Company proposes to offer register any shares of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Common Stock or Common Stock held by any stockholders of the Company under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation other than a Holderregistration under Regulation A or relating to the Company’s employee benefit plans, exchange offers by the Company, or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-8 or Form S-4 or any successor form) (a “Piggyback OfferingRegistration”), the Corporation Company shall give each of the Shareholders prompt written notice thereof (but not less than ten (10) business days prior to each Holder the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify 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 and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of a Shareholder given to the Secretary of the Company within five (5) business days of the receipt by such Shareholder of the Piggyback Notice requesting that the Company include in such registration Registrable Securities owned by such Shareholder (which written request shall specify the number of Registrable Securities (which notice shall intended to be given not less than twenty (20) days prior to (i) disposed of by such Shareholder and the offering in the case intended method of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationdistribution thereof), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation Company shall include in such underwritten offering registration all such Registrable Securities so requested with respect to be included thereinwhich the Company has received such written requests for inclusion, in accordance with the terms hereof. Notwithstanding anything to the foregoingcontrary contained herein, the Corporation may at if Wellspring includes any time withdraw of its or cease proceeding with its affiliates securities in any such offering if it shall at the same time withdraw or cease proceeding with the offering of all other equity Public Offering (including a Qualified Initial Public Offering), HBK will be permitted to include its securities originally proposed to be included in such offeringPublic Offering as a Piggyback Registration under Section 2.02.

Right to Piggyback. Each Subject to Sections 2(d) hereof, if at any time during the Corporation two year period commencing upon the date hereof, the Company proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) Registration Statement under the Securities Act with respect to any offering of shares of Common Stock by the Company for its own account and/or on behalf of any of its security holders (whether including a registration pursuant to Section 2(a) above) and the registration form to be used may be used for the account of the Corporation or the account of any equity holder of the Corporation other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder registration of Registrable Securities (which notice shall be given not other than (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, (iii) any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iv) any registration pursuant to the Amended and Restated Securities Purchase Agreement dated August 30, 2010 between the Company and Socius C▇ ▇▇, Ltd.) then, as soon as practicable (but in no event less than twenty (20) days prior to (i) the offering in proposed date of filing such Registration Statement), the case Company shall give written notice of an underwritten offering pursuant such proposed filing to Rule 415 under the Holders, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities Act (or any successor rule) as the Holders may request (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf RegistrationRegistration Request“). Subject to Section 2(d), which notice the Company shall offer each include in such Holder the opportunity to include any or Registration Statement all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered or included) requested within fifteen (15) days after the date receipt of any such notice from (which request shall specify the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested intended to be included therein. Notwithstanding disposed of by the foregoing, the Corporation may at any time withdraw or 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 Holders) to be included in the registration for such offeringoffering pursuant to a Registration Request; provided, however, that if, at any time after giving written notice of its intention to register shares of Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give written notice of such determination to the Holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such shares of Common Stock.

Right to Piggyback. (a) Each time (i) the Corporation Registrant proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act (whether for sale for the account of the Corporation Registrant or for the account of any equity holder securityholder of the Corporation other than a Holder) Registrant including any registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Offering”universal shelf” registration statement)), and the Corporation form of registration to be used permits the registration of Registrable Securities of the Registrant or (ii) any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act in which Registrable Securities of the Registrant held by a Holder are included and have not previously been disposed of, the Registrant shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than twenty (20) 30 days prior to (i) the effective date of the Registrant’s registration statement or the commencement of an offering in the case of an underwritten offering made under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registrationthat previously has become effective), which notice shall offer each such Holder the opportunity to (x) in the case of a registration statement under clause (i) above, to include any or all of its Registrable Securities in such registration or, at the Registrant’s option, in a separate registration statement filed concurrently therewith or (y) in the case of an underwritten offeringoffering to be made under a registration statement that previously has been declared effective, include in such offering any or all such Holder’s Registrable Securities that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a “Piggyback Registration”), subject to (with respect to each of (x) and (y) above) the limitations contained in Section 2.2.2 2.1.2 hereof. , and, if the proposed registration or offering relates to an underwritten offering, shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Securities included in such underwritten offering Piggyback Registration shall so advise the Corporation Registrant in writing (stating the number and type of Registrable Securities desired to be registered or includedincluded and the intended method of disposition) within fifteen (15) 10 days after the date receipt of such notice from the CorporationRegistrant. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Corporation Registrant of such withdrawalwithdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than payment of registration and filing fees actually paid by the Registrant to the SEC prior to receipt of such written notice requesting withdrawal to the extent related to the Registrable Securities to be withdrawn; provided, however, that such withdrawing Holder shall not be obligated to pay Registration Expenses if after the registration statement has first been filed with the SEC there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Registrant. Subject to Section 2.2.2 below2.1.2 hereof, the Corporation Registrant shall include in such underwritten offering Piggyback Registration all such Registrable Securities so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Registrant may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities originally proposed to be included registered. (c) After the date of this Agreement and other than in connection with a PIPE Agreement, the Registrant shall not enter into any registration rights, co-sale or other similar agreements that limit the participation by the Holders in any registration that would otherwise be permitted by this Agreement. Without limiting the generality of the foregoing, nothing herein shall preclude the Registrant from entering into any agreement with any other person, including without limitation a Lender, which provides for the Senior Indebtedness Priority, but does not otherwise limit the participation by the Holders in any registration that would otherwise be permitted by this Agreement. Nothing herein shall preclude the Registrant from entering into a PIPE Agreement which limits or restricts the Holders’ participation in any registration, and no cause of action shall exist in favor of the Holders against any of the Registrant, the party to any such offeringPIPE Agreement, or any other Person, by reason of the execution or performance of such PIPE Agreement.

Right to Piggyback. Each time the Corporation Company proposes to offer register any class of its equity securities in a registered underwritten offering common stock (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) under for sale to the Securities Act public (whether for the account of the Corporation Company or the account of any equity security holder of the Corporation other than a HolderCompany) (a “Piggyback OfferingRegistration”), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than twenty fifteen (2015) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CorporationCompany’s registration statement in a registration other than a Corporation Shelf Registration), which statement. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such underwritten offeringregistration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares desired to be registered or includedregistered) within fifteen (15) days after the date receipt of such notice from the CorporationCompany. Any In the event the registration statement is not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided 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 all other equity securities originally proposed to be registered and shall provide each Requesting Holder with prompt written notice of such withdrawal or cessation; provided, further that any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any underwritten offering registration statement pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Corporation Company of such withdrawal. Subject withdrawal at least fifteen (15) days prior to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringregistration statement becoming effective.

Right to Piggyback. Each time Whenever prior to the Corporation Termination Date CPLP proposes to offer any of its equity securities in file (i) a registered underwritten offering (shelf registration statement, other than pursuant the Registration Statement contemplated by Section 3(a), or a prospectus supplement to an Excluded Registrationeffective shelf registration statement, other than the Registration Statement contemplated by Section 3(a) under and the Securities Act Holders may be included without the filing of a post-effective amendment, or (ii) a registration statement, other than a shelf registration statement, (in each case other than on a registration statement on Form ▇-▇, ▇-▇, ▇-▇ or F-4, or any similar successor forms), whether for its own account or for the account of the Corporation one or the account more holders of any equity holder of the Corporation Units (other than a Holderthe Holders) (a “Piggyback OfferingRegistration”), the Corporation CPLP shall give prompt written notice to each Holder the Holders of its intention to effect such a registration and, subject to Sections 2(b) and 2(c), shall include in such registration statement and in any offering of Units to be made pursuant to that registration statement all Registrable Securities with respect to which CPLP has received a written request for inclusion therein from a Holder within 10 days after such Holder’s receipt of CPLP’s notice (which or as much notice shall as practicable, which, for the avoidance of doubt may be given as little as one hour, in connection with any overnight or bought Underwritten Offering; provided, that if in connection with an offering of any primary securities by CPLP, if it is not less than twenty (20) days prior practicable to (i) the offering provide such notice in the case of an underwritten overnight or bought Underwritten Offering, CPLP shall not be required to provide such notice; provided, further, that if the managing underwriters advise CPLP that in their opinion no additional Units may be sold in such offering without materially delaying or jeopardizing the success of such offer, no notice shall be required); provided, that only Registrable Securities of the same class or classes as the Units being registered may be included. CPLP shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. If CPLP or any other Person other than a Holder proposes to sell Units in an Underwritten Offering pursuant to Rule 415 a registration statement on Form F-3 under the Securities Act (or any successor rule) (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)Act, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such underwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Registrable Securities desired to be registered treated as a primary or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering secondary Underwritten Offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringa Piggyback Registration.

Right to Piggyback. Each Except as provided in Section 4(d) below, if, at any time after the Corporation Lock Up Period but prior to the Final Date, Issuer proposes to offer any of its equity securities in file a registered underwritten offering (other than pursuant to an Excluded Registration) registration statement under the Securities Act (whether for the account of the Corporation or the account of any equity holder of the Corporation Act, other than a Holder) (a “Piggyback Offering”), the Corporation shall give prompt written notice to each Holder shelf registration statement of Registrable Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in the case of an underwritten offering Issuer pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation an "Issuer Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf RegistrationRegistration Statement"), or to make an offering from a then-effective Issuer Shelf Registration Statement, in each case with respect to the registration or offering of Common Units for its own account or on behalf of an Affiliate or Affiliates of Issuer (which term shall include for the purposes of this Section 4(a) any director or executive officer of Issuer or of an Affiliate of Issuer), then Issuer shall, in each such case, give written notice of such proposed filing or offering, as the case may be, to the Holders of Registrable Securities as soon as practicable, and such notice shall offer each such Holder Holders the opportunity to include Registrable Securities in any or all such registration statement (or, in the case of its an offering from a then-effective Issuer Shelf Registration Statement, to include Registrable Securities covered by the Shelf Registration under Section 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) pursuant to the terms hereof (each, a "Piggyback Registration"). Each Holder that, at the time of receiving such notice, holds at least 10% of the aggregate number of units of Registrable Securities issued on the date hereof pursuant to the Purchase Agreement and desires to include Registrable Securities in such underwritten offeringregistration statement (or, subject to in the limitations contained in Section 2.2.2 hereof. Each Holder who case of an offering from a then-effective Issuer Shelf Registration Statement, desires to have its include Registrable Securities covered by the Shelf Registration under Section 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) on the same terms and conditions as the Common Units of Issuer or of such Affiliate or Affiliates of Issuer included in such underwritten offering therein, shall so advise the Corporation Issuer in writing promptly, but in no event longer than within five (stating 5) business days after the date of notice from Issuer, which notice from the Holder shall state the number and type of Registrable Securities desired to be registered or included) within fifteen (15) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, the Corporation may at any time withdraw or 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 be included in such offeringsold.

Right to Piggyback. Each Commencing on January 1, 2001 and ending on January 1, 2003, each time during such period that the Corporation Company proposes to offer register any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) Common Stock under the Securities Act for sale pursuant to an underwritten public offering for cash (whether for the account of the Corporation Company or the account of any equity holder securityholder of the Corporation Company other than a Holderunder Section 2(b)) and the form of registration statement to be used permits the registration of Registrable Securities (a “Piggyback Offering”without limitation, Forms S-4 and S-8 and successor forms thereto shall be deemed not to permit such registration), the Corporation Company shall give prompt written notice to each Holder of Registrable Securities Stockholder (which notice shall be given not less than twenty (20) 30 days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing effective date of the Corporation’s Company's registration statement in a registration other than a Corporation Shelf Registrationstatement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of its such Registrable Securities of such Stockholder in such underwritten offeringregistration statement, subject to the limitations contained in Section 2.2.2 hereof2(c)(ii) (a "Piggyback Registration"). Each Holder who Stockholder that desires to have its Registrable Securities included in such underwritten offering registration statement shall so advise the Corporation Company in writing (stating the number and type of Registrable Securities shares of Common Stock desired to be registered or includedregistered) within fifteen (15) 20 days after the date of receipt of such notice from the CorporationCompany. Any Holder Stockholder shall have the right to withdraw such Holder’s Stockholder's request for inclusion of such Holder’s Stockholder's Registrable Securities in any underwritten offering registration statement pursuant to this Section 2.2.1 2(c) by giving written notice to the Corporation Company of such withdrawalwithdrawal not later than five days prior to the effective date of the Company's registration statement. Subject to Section 2.2.2 2(c)(ii) below, the Corporation Company shall include in such underwritten offering registration statement all such Registrable Securities so requested to be included therein. Notwithstanding ; provided, however, that the foregoing, the Corporation Company may at any time withdraw or cease proceeding with any such offering registration if it shall at the same time withdraw or cease proceeding with the offering registration of all other equity securities the Common Stock originally proposed to be included registered. Notwithstanding anything to the contrary set forth in this Agreement, no Stockholder may participate in a registration under this Section 2(c) unless, at the time thereof, (1) such offeringStockholder owns at least 5% of the then-outstanding shares of Common Stock or (2) certifies in writing to the Company that such Stockholder may be deemed to be an affiliate of the Company under the Securities Act.