Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If on National Beef or any other Person that has demand registration rights (a “Third Party Holder”) at any time after the first anniversary expiration of the Operative Date and prior any underwriter lock-up period applicable to the 18 month anniversary of the Operative Date, Parent IPO proposes to register Parent shares of Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) S-8, or Form S-8 or on any successor or other form forms promulgated for similar purposes purposes), whether or relating to not for sale for its own account, in a Rule 145 transaction) and the registration form to be used may be used for the manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Act, the Company shall National Beef will, at each such time, give prompt written notice to all holders of Registrable Securities the Founding Members of its intention to effect do so and of the Founding Members’ rights under this Agreement. Upon the written request of any Founding Member made within 10 days after the receipt of any such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive Founding Member), National Beef will use its reasonable best efforts to effect the Company’s noticeregistration under the Securities Act of all Registrable Securities which National Beef has been so requested to register by the Founding Members; provided, however, that (ia) 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 National Beef or such Third Party Holder shall determine for any reason not to proceed with the proposed registrationregistration of the securities to be sold by it, the Company National Beef may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration terminated registration, and (iib) if such registration involves an underwritten offering by the Companyoffering, all holders Founding Members requesting to be included in the CompanyNational Beef’s or such Third Party Holder’s registration must shall enter into an agreement with the underwriters to sell their Registrable Securities to such the underwriters who shall have been selected by the Company National Beef or such Third Party Holder on substantially the same terms and conditions as apply to the CompanyNational Beef or such Third Party Holder, with such differences, including any with respect to indemnification and contributionliability insurance, as may be customary or appropriate in combined primary and secondary offerings. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. If the Company proposes to file a Registration Statement in connection with a public offering of any of its securities (other than in connection with a Demand Registration and other than a Registration Statement on Form S-4 or after the first anniversary Form S-8, or any comparable successor form or form substituting therefor, or filed in connection with any exchange offer or an offering of the Operative Date and prior securities solely to the 18 month anniversary of the Operative DateCompany's existing shareholders) (a "Piggyback Registration Statement"), Parent proposes to register Parent Common Stock (whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2account, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), then each such time the Company shall give prompt written notice of a proposed offering (a "Piggyback Notice") to all the holders of Registrable Securities of its intention to effect such a registration andat least twenty (20) days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the holders of Registrable Securities the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request ("Piggyback Registration"). The Company will, subject to the terms hereoflimitations set forth in Sections 4.3 and 4.4 of this Agreement, shall use commercially reasonable efforts to include in such registration Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within fifteen (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder15) within 21 days after such receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered holders receive of the Company’s notice; providedRegistrable Securities, that (i) ifwith written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, 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 registrationtime, the Company shall determine for any reason not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the proposed registration, the Company may, at its election, give written notice rights of such determination to each holder holders of Registrable Securities and thereupon shall be relieved to demand the continuation of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement under Section 3 hereof.

Right to Piggyback. If on or after Except with respect to a Demand Registration, the first anniversary of procedures for which are addressed in Section 2, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent file a registration statement under the Securities Act with respect to an offering of Common Stock (whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated for similar purposes (ii) filed solely in connection with an exchange offer or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”any employee benefit or dividend reinvestment plan, then, each such time), the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 (which request shall specify 15) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and at least two business days prior to the effective date of the registration statement filed in connection with such registration, the Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 180 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration 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, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with an initial Public Offering the Company shall not be required to deliver a Piggyback Notice nor include in such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their any Registrable Securities to such underwriters who shall have been selected if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthem.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Act, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities for sale to the public under the Securities Act (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and, subject to the terms hereof, and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from the Holder for inclusion therein within five (which request shall specify 5) Business Days following the number Holder’s receipt of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided. If the Holder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) ifno Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) each Holder choosing to participate in such Piggyback Registration shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, no Holder may request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a demand registration required by Section 2.1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 2.2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registrationregister such securities, the Company mayshall give notice to the Holder (if participating in such Piggyback Registration) and, at its electionthereupon, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock any of its securities under the Securities Act (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Person), and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities for sale to the public under the Securities Act (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to the Stockholder of its intention to effect such a registration and, subject to the terms hereof, and shall use commercially reasonable its best efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein within five (which request shall specify 5) Business Days following the number Stockholder’s receipt of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided. If the Stockholder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) ifno Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registrationregister such securities, the Company mayshall give notice to the Stockholder (if participating in such Piggyback Registration) and, at its electionthereupon, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If at any time during the period commencing on or the date of this Agreement and ending on the date which is five hundred and forty (540) days after the first anniversary Effective Time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the Operative Date and prior same type as the Registrable Shares pursuant to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (a firm commitment underwritten public offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any other holder of its securities) under securities of the Securities Act same type as the Registrable Shares (other than pursuant to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder but excluding a Demand Registration which Registration), then the Company shall be governed by Section 2, and registrations on Form S-4 give written notice of such proposed filing to the Holders at least fifteen (or F-415) or Form S-8 or on any successor or other form promulgated for similar purposes or relating days before the anticipated filing date. Such notice shall offer the Holders the opportunity to a Rule 145 transaction) and the registration form to be used may be used for the registration register such amount of Registrable Securities for sale to the public under the Securities Act Shares as they may request (a “"Piggyback Registration”"). Subject to Section 3(b) hereof, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein within ten (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder10) within 21 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such holders receive the Company’s notice; provided, that (i) if, Holder from a Piggyback Registration 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 registrationPiggyback Registration; provided, the Company shall determine for any reason not to proceed with the proposed registrationhowever, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) that if such registration involves an underwritten offering by withdrawal occurs after the Company, all holders requesting to be included in filing of the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any Registration Statement with respect to indemnification and contributionsuch Piggyback Registration, as may be customary or appropriate in combined primary and secondary offeringsthe withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If on or after Except with respect to a Demand Registration, the first anniversary of procedures for which are addressed in Section 3, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent file a registration statement under the Securities Act with respect to an offering of Common Stock (whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (x) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (y) 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 of such filing no later than ten days after the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form cause to be used may be used for included) in such registration statement the registration number of Registrable Securities for sale to the public under the Securities Act as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company Corporation shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company 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 (which request shall specify A) 180 days after the number effective date thereof and (B) consummation of the distribution by the holders of all of the Registrable Securities included in such Registration Statement. Any holder of Registrable Securities intended shall have the right to be disposed of withdraw its Piggyback Request by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice to the Corporation of its intention request to register any securities and withdraw at least ten business days prior to the planned effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsrelated Registration Statement.

Right to Piggyback. If on or after (i) Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionRegistration) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities the Parent of its intention to effect such a registration and, subject to the terms of Sections 2(c) and 2(d) hereof, shall use commercially reasonable efforts to include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests from the Parent for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 20 days after such holders receive the receipt of the Company’s notice. (ii) Notwithstanding the foregoing, if the Parent wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Parent only needs to notify the Company of the block trade Shelf Offering on the day such offering is to commence and the Company shall as expeditiously as possible use its best efforts to facilitate such offering (which may close as early as three (3) business days after the date it commences); provided that in the case of such underwritten block trade, only the Parent shall have a right to notice and to participate, and provided, further, that (i) if, at any time after giving written notice of its intention the Parent shall use commercially reasonable efforts to register any securities work with the Company and the underwriters prior to the effective date making such request in order to facilitate preparation of the registration statement filed in connection with such registrationstatement, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities prospectus and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten other offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply documentation related to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsunderwritten block trade.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock any of its securities under the Securities Act (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Person), and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities for sale to the public under the Securities Act (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to the Stockholder of its intention to effect such a registration and, subject to the terms hereof, and shall use commercially its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein within five (which request shall specify 5) Business Days following the number Stockholder’s receipt of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided. If the Stockholder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) ifno Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 2(a)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 proceed with the proposed registrationregister such securities, the Company mayshall give notice to the Stockholder (if participating in such Piggyback Registration) and, at its electionthereupon, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on or after at any time subsequent to the first anniversary expiration of the Operative Date and prior to the 18 month anniversary five year term for effectiveness of the Operative DateShelf Registration effected pursuant to Section 2.1, Parent the Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act (except on Form ▇-▇, ▇▇▇▇ ▇-▇, or any successor forms thereto) whether or not for its own account (other than a registration effected pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”2.2 hereof), then the Company shall give prompt written notice of such proposed filing to all 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 its intention Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to effect such a registration and, subject to the terms Section 2.3(b) hereof, shall use commercially reasonable efforts to include in upon the written request of any such registration all holders of Registrable Securities with respect to which made within 15 days of the Company has received written requests for inclusion therein 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 Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities intended to be disposed sold) (in accordance with such intended methods thereof) of by such Holder) within 21 days after such holders receive the Company’s noticeRegistrable Securities to be so registered; provided, however, that (i) if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, registration the Company shall determine for any reason not to proceed with pursue the proposed effectiveness of the registration, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by but not from its obligation to pay the Company, all Registration Expenses in connection therewith. . The holders requesting to be included in the Company’s registration must sell their of Registrable Securities shall be permitted to such underwriters who shall have been selected by withdraw all or part of the Company on the same terms and conditions as apply Registrable Securities from a Piggyback Registration at any time prior to the Company, with effective date of such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration.

Right to Piggyback. If on or after at any time, and from time to time, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of the Company or its Affiliates pursuant to a Demand Registration which shall be governed by Section 2stock option, and registrations on Form S-4 stock purchase or similar benefit plan, (c) an offering of rights solely to the Company’s existing securityholders or F-4(d) or Form S-8 or on any successor or other form promulgated for similar purposes or relating solely to a transaction under Rule 145 transaction) and under the registration Securities Act), whether or not for its own account, on a form to be used may be used for the that would permit registration of Registrable Securities for sale to the public under the Securities Act Act, then the Company will give written notice (the “Piggyback Notice”) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice will include the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be (a “Piggyback Registration”), the . The Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to will include in such registration each Piggyback Registration all Registrable Securities with respect to for which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days 5 Business Days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date delivery of the registration statement filed in connection with such registrationPiggyback Notice, the Company shall determine for any reason not subject to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.2.

Right to Piggyback. If on or after at any time, and from time to time, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than with respect to that certain registration statement on Form S-3, as amended, originally filed by the Company with the SEC on February 16, 2010 or a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of the Company or its Affiliates pursuant to a Demand Registration which shall be governed by Section 2stock option, and registrations on Form S-4 stock purchase or similar benefit plan, (c) an offering of rights solely to the Company’s existing securityholders or F-4(d) or Form S-8 or on any successor or other form promulgated for similar purposes or relating solely to a transaction under Rule 145 transaction) and under the registration Securities Act), whether or not for its own account, on a form to be used may be used for the that would permit registration of Registrable Securities for sale to the public under the Securities Act Act, then the Company will give written notice (the “Piggyback Notice”) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice will include the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be (a “Piggyback Registration”), the . The Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to will include in such registration each Piggyback Registration all Registrable Securities with respect to for which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days five Business Days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date delivery of the registration statement filed in connection with such registrationPiggyback Notice, the Company shall determine for any reason not subject to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.2.

Right to Piggyback. If on or Subject to the terms of this Agreement, at any time and from time to time following 180 days after the first anniversary effectiveness of the Operative Date and prior Mandatory Registration, if the Company at any time determines to the 18 month anniversary file a Registration Statement with respect to any offering of the Operative Date, Parent proposes to register Parent Common Stock (its securities for its own account or for the account of any other holder of stockholder who holds its securities) under the Securities Act securities (other than pursuant to (i) a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) or Form S-8 or on any similar or successor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company pursuant to any employee stock plan or other form promulgated for similar purposes employee benefit plan arrangement or relating to (iii) a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act non-convertible debt securities) (a “Piggyback Registration”)) then, as expeditiously as reasonably possible following such determination, the Company shall give prompt written notice to all holders of Registrable Securities (the “Incidental Registration Notice”) of its intention to effect such a registration andto all Investors, subject and such notice shall offer the Investors the opportunity to the terms hereof, shall use commercially reasonable efforts to include in register such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended as each such Investor may request in writing. Subject to be disposed of by such HolderSections 3(c) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration3(d), the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of include in such determination to each holder of Registration Statement all such Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities which are requested in connection with such registration and writing by an Investor (iia “Piggyback Participation Notice”) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company therein, on the same terms and conditions as apply the securities otherwise being sold in such registration, such Piggyback Participation Notice to be received within fifteen (15) days after the Companydate of the Incidental Registration Notice. Any Investor that does not timely deliver a Piggyback Participation Notice shall be deemed to have waived its right to participate in the Piggyback Registration. If an Investor decides not to include all of its Registrable Securities in any Piggyback Registration, with such differences, including Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration as may be filed by the Company with respect to indemnification offerings of the Company’s securities, all upon the terms and contribution, as may be customary or appropriate in combined primary and secondary offerings.conditions set forth herein

Right to Piggyback. If Commencing on or after the date on which the holders of Registrable Securities are first anniversary of entitled to request the Operative Date and prior Demand Registration pursuant to the 18 month anniversary of the Operative Dateparagraph 1(b) above, Parent whenever BCI proposes to register Parent any of shares of its Common Stock (for its own account other than shares of Common Stock underlying any option, warrant, or for the account of any convertible debt or other holder of its securitiessecurity) under the Securities Act (other than pursuant to a the Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionRegistration) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company 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 all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, and shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company BCI has received written requests for inclusion therein (which request within 15 days after the date of its notice. Notwithstanding anything herein to the contrary, BCI shall specify the number not be required to effect any registration of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that under this paragraph 2: (i) if, at incidental to the registration of 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 registrationmergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the Company shall determine filing of a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any reason similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration is a primary registration on behalf of BCI (whether or not to proceed with the proposed registration, the Company may, at underwritten) and BCI determines in its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register reasonable judgment that including any Registrable Securities in connection with such registration and (ii) if will adversely effect such primary registration involves an underwritten offering by the Company, all holders requesting to be included or BCI's objectives in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsconnection therewith.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities not later than the earlier to occur of its intention to effect such a (i) the fifth Business Day following the Company’s receipt of notice of exercise of other demand registration andrights, subject or (ii) 30 calendar days prior to the terms hereofanticipated filing date. Subject to the provisions of Sections 4(c) and (d), shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify within 15 Business Days after the number applicable holder’s receipt of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, . The holders of Registrable Securities may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before five Business Days prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves Piggyback Registration. If a Piggyback Registration is an underwritten offering by the Companyeffected under Section 4(c), all holders requesting to be Persons whose securities are included in the Company’s registration Piggyback Registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If a Piggyback Registration is an underwritten offering effected under Section 4(d), with such differences, including any with respect all Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to indemnification and contribution, the securities being sold by the Person(s) initiating the Piggyback Registration. A registration of Registrable Securities pursuant to this Section 4 will not be counted as may be customary or appropriate in combined primary and secondary offeringsa Demand Registration under Section 3.

Right to Piggyback. If on After the consummation of an IPO or after a Listing (should either one occur), if the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock file any registration statement under the Securities Act for the purposes of a public offering of its common equity securities (whether or not for sale for its own account or for and including, but not limited to, registration statements relating to secondary offerings of common equity securities of the account of Company, but excluding the Shelf Registration Statement and registration statements relating to any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholders of its intention to effect such a registration andand shall, subject to the terms hereofSection ‎2(b), shall use all commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 30 days after such holders receive the receipt of the Company’s notice; provided, however, that (i) if, the Company may at any time after giving written notice of its intention to register withdraw or cease proceeding with any securities and prior to such Piggyback Registration if it will at the effective date of same time withdraw or cease proceeding with the registration statement of all other Company common equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers common equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with such registration, a Piggyback Registration by giving written notice to the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination withdrawal within five (5) Business Days prior to each holder the anticipated effectiveness of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities such registration statement in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringstherewith.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock any securities (for its own account or for the account of any other holder of its securities"Priority Securities") under the Securities Act (other than pursuant to (1) a Demand Registration Registration, for which shall be governed "piggyback" rights are provided in Section 3 hereof, (2) a registration of the issuance by Section 2the Company, and registrations or the resale by any holder of Partnership Units, of any securities of the Company issued upon redemption of such Partnership Units, (3) a registration statement on Form S-4 (or F-4) or Form S-8 or on Form S-4 or any successor similar form or other form promulgated for similar purposes or relating (4) a registration the primary purpose of which is to register debt securities), and a Rule 145 transaction) and the registration form to be used in such registration may be used for the registration of Registrable Securities for sale to of the public under the Securities Act same class (a “"Piggyback Registration”"), the Company shall give prompt written notice (a "Piggyback Notice") to all holders 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 IV 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 andregistration. Subject to Section 4(c) and 4(d), subject to the terms hereof, Company shall use commercially reasonable efforts to include in any such registration by it all Registrable Securities of the same class as the securities being registered with respect to which the Company it has received written requests for inclusion therein from the Holders thereof within 20 days after the receipt of the Company's Piggyback Notice; provided, however, that (which request shall specify the number A) if such Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities intended requesting to be disposed of 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) within 21 days after such holders receive the Company’s notice; providedhereof, that (iB) if, at any time after giving written notice pursuant to this Section 4(a) of its intention to register any securities 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 proceed with the proposed registrationregister such Priority Securities, the Company may, at its election, shall give written notice of such determination to each holder all Holders of Registrable Securities and shall thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (iiwithout prejudice, however, to rights of Holders of Registrable Securities under Section 3), (C) if such registration involves an underwritten in the event of the initial public offering by the CompanyCompany of shares of Common Stock, all holders requesting to be included 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 Company’s registration must sell their Registrable Securities to event of such underwriters who a determination no Holder shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any rights under this Section 4 with respect to indemnification such offering, and contribution(D) it shall be a condi tion to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC IV Partnership Agreement shall prohibit or 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 (1) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package not less than five (5) Business Days prior to the closing date of such offering, and (2) in the case of any other offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder's Registrable Securities in such offering, as may be customary or appropriate in combined primary and secondary offeringsdeter mined by the Company.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any shares of Common Stock (or securities convertible into or exchangeable for its own account or for Common Stock) with the account of any other holder of its securities) Commission under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 S-8, or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration andRegistration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to the terms hereofSection 5(a)(ii), shall use commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder20) within 21 days after the last date such holders receive the Company’s notice; provided, that (i) if, Piggyback Notice was deemed to have been given pursuant to Section 15.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay Registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and thereupon (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration, and (iiB) if in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No Stockholder may obtain a Piggyback Registration on a Demand Registration initiated by JWC or AT&T except that each of AT&T and JWC may Piggyback on the Demand Registrations of the other; PROVIDED that, in such circumstances, any reduction requested by the managing underwriter(s) in such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their number of Registrable Securities to such underwriters who be registered shall have been selected by first be applied to the Company party seeking to Piggyback on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsDemand Registration.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration hereunder) in connection with the public offering of such securities, whether or not for sale for its own account (other than a registration relating solely to the sale of securities issued to employees, directors and consultants of the Corporation under an employee benefit plan on Form S-8 or similar form which shall may be governed by Section 2promulgated in the future, and registrations or a registration relating solely to securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act on Form S-4 (or F-4) or Form S-8 or on any successor or other similar form which may be promulgated for similar purposes or relating to a Rule 145 transaction) in the future), and the registration form to be used may be used for the registration of any Registrable Securities for sale to the public under the Securities Act Shares (a “Piggyback Registration”), the Company shall Corporation will give prompt written notice (and in any event at least thirty (30) days prior to filing any registration statement with respect to such Piggyback Registration or, in the case of any demand registration other than a Demand Registration under this Agreement, within five (5) Business Days after its receipt of notice of any exercise of such demand registration rights) to all holders of the Registrable Securities Shares of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities Shares (in accordance with the priorities set forth in Section 3.2 below) with respect to which the Company Corporation has received written requests for inclusion therein within thirty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder30) within 21 days after such holders receive the Companydelivery of the Corporation’s notice; provided, that (i) if, at any time after giving written notice . The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of its intention to register any securities and prior to the effective date of the a registration statement filed in connection with such registration, respect to any Piggyback Registration at all times during the Company Registration Period. No Piggyback Registration effected under this Section 3.1 shall determine for any reason not to proceed with relieve the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved Corporation of its obligation to register effect any Registrable Securities in connection with such registration Demand Registration under Sections 2.1 and (ii) if such registration involves an underwritten offering by the Company2.2, all holders requesting nor shall any Piggyback Registration be deemed to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company effected pursuant to Sections 2.1 and 2.2. There shall be no limit on the same terms and conditions as apply to number of times the Company, with such differences, including any with respect to indemnification and contribution, as holders of Registrable Shares may be customary or appropriate in combined primary and secondary offeringsrequest Piggyback Registration of Registrable Shares under this Section 3.1.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent Common Stock any securities under the Securities Act (other than registrations on Form S-4 or S-8 or the equivalent thereof) with respect to a Public Offering (whether for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionsecurity holders) and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities of its intention intent to effect do so and the proposed method of distribution, which notice shall state whether such registration has been initiated by the Company (a registration and"Company Registration") or by another Person (a "Third-Party Registration"). Within thirty (30) days after receipt of such notice, subject any holder of Registrable Securities may by written notice to the terms hereof, shall use commercially reasonable efforts to include in such Company request the registration all by the Company under the Securities Act of Registrable Securities in connection with respect to which such proposed registration by the Company has received under the Securities Act of securities (a "Piggyback Registration"). Such written requests for inclusion therein (which request notice to the Company shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after holders. Upon receipt of such holders receive request, the Company’s noticeCompany will use all commercially reasonable efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the proposed method of distribution; provided, however, that (i) if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder the holders of Registrable Securities and thereupon requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to for the same period as the delay in registering such underwriters who other securities. No registration effected under this Section 3 shall have been selected by relieve the Company on the same terms and conditions as apply of its obligation to the Company, with such differences, including effect any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsDemand Registration upon request under Section 2 hereof.

Right to Piggyback. If on After the consummation of an IPO or after a Listing (should either one occur), if the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock file any registration statement under the Securities Act for the purposes of a public offering of its preferred equity securities (whether or not for sale for its own account or for and including, but not limited to, registration statements relating to secondary offerings of preferred equity securities of the account of Company, but excluding registration statements relating to any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholders of its intention to effect such a registration andand shall, subject to the terms hereofSection ‎2(b), shall use all commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 30 days after such holders receive the receipt of the Company’s notice; provided, however, that (i) if, the Company may at any time after giving written notice of its intention to register withdraw or cease proceeding with any securities and prior to such Piggyback Registration if it will at the effective date of same time withdraw or cease proceeding with the registration statement of all other Company preferred equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers preferred equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with such registration, a Piggyback Registration by giving written notice to the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination withdrawal within five (5) Business Days prior to each holder the anticipated effectiveness of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities such registration statement in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringstherewith.

Right to Piggyback. If on or If, at any time after an Initial Public Offering, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Registrable Securities (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a “Piggyback Registration”). Subject to Section 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 ten (which request shall specify 10) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration 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 Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) one hundred twenty (120) days after the proposed registration, effective date thereof or for two years in the Company may, at its election, give written notice case of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration a “shelf” Registration Statement and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on the Company or after any other Person that has demand registration rights (a “Third Party Registrant”) at any time during the first period from the expiration of any underwriter lock-up period applicable to the IPO through the one year anniversary of the Operative Date and prior to the 18 month anniversary closing of the Operative Date, Parent IPO proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) S-8, or Form S-8 or on any successor or other form forms promulgated for similar purposes purposes), whether or relating to not for sale for its own account, in a Rule 145 transaction) and the registration form to be used may be used for the manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Act, the Company shall will, at each such time, give prompt written notice to all holders of Registrable Securities the Founding Members of its intention to effect do so and of the Founding Members’ rights under this Agreement. Upon the written request of any Founding Member made within 15 days after the receipt of any such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive Founding Member), the Company’s noticeCompany will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Founding Members; provided, however, that (ia) 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 or such Third Party Registrant shall determine for any reason not to proceed with the proposed registrationregistration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (iib) if such registration involves an underwritten offering by the Companyoffering, all holders Founding Members requesting to be included in the Company’s or such Third Party Registrant’s registration must shall enter into an agreement with the underwriters to sell their Registrable Securities to such the underwriters who shall have been selected by the Company or such Third Party Registrant on substantially the same terms and conditions as apply to the CompanyCompany or such Third Party Registrant, with such differences, including any with respect to indemnification and contributionliability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, any Founding Member requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such registration. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. If on or If, at any time after the first anniversary of Initial Public Offering, the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a Registration Statement under the Securities Act with respect to an offering of Common Stock (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 ten (which request shall specify 10) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration 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 Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 120 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior Subject to the 18 month anniversary last sentence of this paragraph (1), whenever the Operative Date, Parent Company proposes to register Parent any Common Stock (for its own account or for the account of any other holder of its securities) Shares under the Securities Act (Act, other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement on Form S-4 or S-8 (or F-4any successor forms or comparable foreign forms) or Form S-8 filed in connection with an exchange offer or on any successor or other form promulgated for similar purposes or relating an offering of securities solely to the Company’s existing stockholders (a Rule 145 transaction“Proposed Registration”) and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt written notice to all holders of Registrable Securities WP and the GW Shareholders of its intention to effect such a registration andand will, subject to the terms Section 3(a)(2) hereof, shall use commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify from WP and the number of Registrable Securities intended to be disposed of by such Holder) GW Shareholders within 21 15 days after such holders receive receipt of the Company’s notice; provided, provided that (i) if, at any time after giving written notice of its intention to register any securities Common Shares 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 proceed with the proposed registrationregister 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 and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration registration, and (iib) if 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 involves an underwritten offering has been received will be registered by the Company, all holders requesting Company and offered to be the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Company’s registration must sell their Proposed Registration. If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the Common Shares for distribution in any province of Canada (a “Canadian Offering”), each holder of Registrable Securities shall be entitled, subject to applicable Canadian securities law, to participate in such underwriters who shall have been selected by Canadian Offering to the Company same extent and on the same terms and conditions as apply to (before, during and after the CompanyCanadian Offering), with such differences, including any with respect to indemnification and contributionmutatis mutandis, as may be customary or appropriate such holder is entitled to participate in combined primary and secondary offeringsthe Piggyback Registration under this Agreement.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating the equivalent thereof) with respect to a Rule 145 transaction) an underwritten public offering and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities of its intention intent to effect do so. Within 30 days after receipt of such notice, any Stockholder which is a registration and, subject holder of Registrable Securities may by written notice to the terms hereof, shall use commercially reasonable efforts to include in such Company request the registration all by the Company under the Securities Act of Registrable Securities in connection with respect to which such proposed registration by the Company has received under the Securities Act of securities (a "Piggyback Registration"). Such written requests for inclusion therein (which request notice to the Company shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after Stockholders and the intended method of distribution thereof. Upon receipt of such holders receive request, the Company’s noticeCompany will use its best efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (i) if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder the Stockholders requesting such Piggyback Registration, and, thereupon, (i) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to for the same period as the delay in registering such underwriters who other securities. No registration effected under this Section 3 shall have been selected by relieve the Company on the same terms and conditions as apply of its obligation to the Company, with such differences, including effect any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsDemand Registration upon request under Section 2 hereof.

Right to Piggyback. If on or If, at any time after a Qualified Public Offering, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Stock (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (S-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 ten (which request shall specify 10) days after the number Piggyback Notice has been given to the applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration 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 Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 120 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or If, at any time after the first anniversary of Initial Public Offering, the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Stock (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated for similar purposes (ii) filed solely in connection with an exchange offer or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”any employee benefit or dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 thirty (which request shall specify 30) days after the number Piggyback Notice has been given to the applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and thirty (30) days prior to the effective date of the registration statement filed in connection with such registration, the Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 120 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or At any time after the first anniversary of date hereof, whenever the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent shares of Company Common Stock (“Common Shares”) (other than pursuant to (i) registrations on Form S-8 or any similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, (ii) registrations on Form S-4 or any similar form(s) solely for registration of securities in connection with a business combination, (iii) a Mandatory Shelf Registration Statement, or (iv) a shelf registration statement filed for Vatera Healthcare Partners LLC pursuant to the Prior Registration Rights Agreements or for affiliates of Deerfield Management Company L.P. (the “Deerfield Holders”) pursuant to the Debt Commitment Letter (as defined in the Purchase Agreement)), whether for its own account or for the account of any other holder one or more securityholders of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Company, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholder of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the date of the Company’s notice; providednotice (a “Piggyback Registration”). Once the Shareholder has made such a written request, that (i) if, at any time after it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice of its intention to register any securities the Company and the managing underwriter, if any, on or before the fifth (5th) day prior to the anticipated effective date of such Piggyback Registration. The Company may terminate or withdraw any registration initiated by it and covered by this Section 2 prior to the registration statement filed effectiveness of such registration, whether or not the Shareholder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to the Shareholder in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary termination or appropriate in combined primary and secondary offeringswithdrawal.

Right to Piggyback. If on or after at any time the first anniversary Company proposes to file a Registration Statement under the Securities Act with respect to a public offering of securities of the Operative Date and prior same type as the Registrable Shares pursuant to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) filed pursuant to a Demand Registration, (ii) filed solely in connection with employee stock option or purchase plans, (iii) pursuant to a registration statement on Form S-4 or any successor form, or (iv) pursuant to a registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Shares) or for the account of any other holder of its securities) under securities of the Securities Act same type as the Registrable Shares (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on the extent that the Company has the right to include Registrable Shares in any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form statement to be used may be used for filed by the registration Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Stockholder at least 10 days before the anticipated filing date. Such notice shall offer the Stockholder the opportunity to register such amount of Registrable Securities for sale to Shares as the public under the Securities Act Stockholder may request (a “Piggyback Registration”). Subject to Section 3(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 5 days after such holders receive notice has been given to the Company’s notice; provided, that (i) if, Stockholder. The Stockholder shall be permitted to withdraw all or any portion of the Registrable Shares from a Piggyback Registration 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 registrationPiggyback Registration; provided, the Company shall determine for any reason not to proceed with the proposed registrationhowever, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) that if such registration involves an underwritten offering by withdrawal occurs after the Company, all holders requesting to be included in filing of the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any Registration Statement with respect to indemnification and contributionsuch Piggyback Registration, as may be customary or appropriate in combined primary and secondary offeringsthe Stockholder shall reimburse the Company for the portion of the Registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any other holder of its securitiessuccessor forms then in effect) under the Securities Act (at any time other than pursuant to a Demand Registration which shall be governed by registration in connection with Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) 3 above and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), it will so notify in writing all Pequot Stockholders no later than twenty (20) days prior to the anticipated filing date. Subject to the provisions of Section 4(c), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to will include in such registration the Piggyback Registration all Registrable Securities owned by the Pequot Stockholders with respect to which the Company has received written requests for inclusion therein within ten (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder10) within 21 days after such holders receive the issuance of the Company’s notice; provided. Such Pequot Stockholders notice shall state the intended method of disposition of the Registrable Securities by such Pequot Stockholder. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, that (i) if, if so requested by the managing underwriter. A Pequot Stockholder may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting the Pequot Stockholders and any Person who hereafter becomes entitled to be included register its securities in a registration initiated by the Company’s registration Company must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions as apply conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the Company, with such differences, including any with respect registration pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any other holder of its securitiessuccessor forms then in effect) under the Securities Act (at any time other than pursuant to a Demand Registration which shall be governed by registration in connection with Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) 3 above and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities of its intention to effect such a registration and, subject no later than twenty (20) days prior to the terms hereofanticipated filing date. Subject to the provisions of Section 4(c), shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder10) within 21 days after such holders receive the issuance of the Company’s notice; provided. Such holder’s notice shall state the intended method of disposition of the Registrable Securities by such holder. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, that (i) if, if so requested by the managing underwriter. The holders of Registrable Securities may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for any reason not to proceed with the proposed registrationCompany, the Company may, at its election, give written notice of such determination to each holder holders of Registrable Securities and thereupon shall be relieved of its obligation any Person who hereafter becomes entitled to register any Registrable Securities its securities in connection with such a registration and (ii) if such registration involves an underwritten offering initiated by the Company, all holders requesting to be included in the Company’s registration Company must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions as apply conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the Company, with such differences, including any with respect registration pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent Common Stock any securities under the Securities Act (other than the Pre-Closing Escrow Shares Registration Statement, the Closing Shares Registration Statement or the Warrant Shares Registration Statement, or registrations on Form S-4 or S-8 or the equivalent thereof) with respect to a Public Offering (whether for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionsecurity holders) and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities for sale held by the Holders, the Company will give prompt written notice to Holders of its intent to do so and the proposed method of distribution, which notice shall state whether such registration has been initiated by the Company (a "Company Registration") or by another Person (a "Third-Party Registration"). Within thirty (30) days after receipt of such notice, any Holder may by written notice to the public Company request the registration by the Company under the Securities Act of Registrable Securities not otherwise registered pursuant to a Registration Statement in connection with such proposed registration of securities by the Company under the Securities Act (a “"Piggyback Registration”"), . Such written notice to the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after . Upon receipt of such holders receive request, the Company’s noticeCompany will use all commercially reasonable efforts to register under the Securities Act all Registrable Securities which the Company had been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the proposed method of distribution; provided, however, that (i) if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder the Holders of Registrable Securities and thereupon requesting such registrations, and, thereupon, (x) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with the Piggyback Registration, without prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such registration be effected as a Demand Registration under Section 5(a) hereof, and (iiy) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to for the same period as the delay in registering such underwriters who other securities. No registration effected under this Section 5(b) shall have been selected by relieve the Company on the same terms and conditions as apply of its obligation to the Company, with such differences, including effect any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsDemand Registration upon request under Section 5(a) hereof.

Right to Piggyback. If on or after at any time, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act (except on Form S-4, Form S-8, or any successor forms thereto) whether or not for its ▇▇▇ ▇▇▇▇▇▇▇ (other than a registration effected pursuant to a Demand Registration which Section 2.2 hereof), then the Corporation shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration give written notice of Registrable Securities for sale such proposed filing to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities at least 15 days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register such amount of its intention Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to effect such a registration and, subject to the terms Section 2.3(b) hereof, shall use commercially reasonable efforts to include in upon the written request of any such registration all holders of Registrable Securities with respect to which made within 10 days of the Company has received written requests for inclusion therein 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 will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities intended to be disposed sold) (in accordance with such intended methods thereof) of by such Holder) within 21 days after such holders receive the Company’s noticeRegistrable Securities to be so registered; provided, however, that (i) if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, registration the Company Corporation shall determine for any reason not to proceed with pursue the proposed effectiveness of the registration, the Company may, at its election, Corporation shall give written notice of such determination to each holder of Registrable Securities and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by but not from its obligation to pay the Company, all Registration Expenses in connection therewith). The holders requesting to be included in the Company’s registration must sell their of Registrable Securities shall be permitted to such underwriters who shall have been selected by withdraw all or part of the Company on the same terms and conditions as apply Registrable Securities from a Piggyback Registration at any time prior to the Company, with effective date of such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration.

Right to Piggyback. If on With respect to any Units or after Shares issued to ------------------ NWI Group subsequent to March 31, 1998, if the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent any of its Common Stock (or other securities under the Securities Act for sale to the public, whether for its own account or for the account of any other holder of its securities) under the Securities Act shareholders or both (other than pursuant except with respect to a Demand Registration which shall be governed by Section 2, and registrations registration statements on Form S-4 (S- 8 or F-4) or Form S-8 or on any successor or other another form promulgated not available for similar purposes or relating to a Rule 145 transaction) and registering the registration form to be used may be used for the registration of Piggyback Registrable Securities Shares for sale to the public under the Securities Act public) (a “"Piggyback Registration”"), the Company shall will promptly (but in any event within 30 days) give prompt written notice to all holders of Registrable Securities NWI Group of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Piggyback Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the receipt of the Company’s notice's notice (a "Piggyback Registration Request"); provided, however, that -------- ------- the Company shall not be required to include Piggyback Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by NWI Group shall specify that either (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Piggyback Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting are to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company underwriting on the same terms and conditions as apply the shares of Common Stock otherwise being sold through underwriters under such registration, or (ii) such Piggyback Registrable Securities are to be sold in the Companyopen market without any underwriting, with such differences, including any with respect on terms and conditions comparable to indemnification and contribution, as may be customary or appropriate those normally applicable to offerings of common stock in combined primary and secondary offeringsreasonably similar circumstances.

Right to Piggyback. If on or At any time after the first anniversary of date hereof, whenever the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Class A Common Stock Stock, $0.01 par value, of the Company (“Common Shares”) (other than pursuant to (i) registrations on Form S-8 or any similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, (ii) registrations on Form S-4 or any similar form(s) solely for registration of securities in connection with a business combination, (iii) a Demand Registration pursuant to Section 2 or (iv) a Mandatory Shelf Registration Statement), whether for its own account or for the account of any other holder one or more securityholders of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Company, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholder of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the date of the Company’s notice; providednotice (a “Piggyback Registration”). Once the Shareholder has made such a written request, that (i) if, at any time after it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice of its intention to register any securities the Company and the managing underwriter, if any, on or before the fifth (5th) day prior to the anticipated effective date of such Piggyback Registration. The Company may terminate or withdraw any registration initiated by it and covered by this Section 3 prior to the registration statement filed effectiveness of such registration, whether or not the Shareholder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 3(c) the Company will have no liability to the Shareholder in connection with such registration, the Company termination or withdrawal. A Piggyback Registration shall determine not be considered a Demand Registration for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice purposes of such determination to each holder Section 2 of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthis Agreement.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations or a registration on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Investor Registrable Securities and Other Registrable Securities of its intention to effect such a registration and, subject to the terms of paragraphs 2(c) and 2(d) hereof, shall use commercially reasonable efforts to include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and Other Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 20 days after such holders receive the receipt of the Company’s notice; provided. Notwithstanding the foregoing, that if a Piggyback Registration is not an underwritten registration, the Company shall not be required to include in any such Piggyback Registration any Investor Registrable Securities or any Other Registrable Securities held by any such holder if such holder (i) ifand all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), at any time after giving written notice as of its intention to register any securities and prior to the effective date of the registration statement filed for such Piggyback Registration, would be permitted to sell all of the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration or other restrictions on volume, manner of sale or otherwise, pursuant to Rule 144 during the 90-day period commencing upon the effective date of any such Piggyback Registration. The Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration; provided that the Company shall pay all Registration Expenses incurred in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any of its Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration under the Securities Act on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms) and the registration form or prospectus to be used filed may be used for the registration for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), whether or not for sale for its own account, the Company shall will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to or file such prospectus and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 30 days after such holders receive the receipt of the Company’s noticenotice by all Holders; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities the Holders and thereupon shall be relieved of its any 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 (iii) if such registration involves an underwritten offering by the Company, all holders Holders requesting to be have Registrable Securities included in the Company’s 's registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. Any Holder that has given such a written request may withdraw its Registrable Securities from the related Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the 30th day prior to the planned effective date of the related Piggyback Registration.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any shares of Class A Voting Common Stock (or securities convertible into or exchangeable for its own account or for Class A Voting Common Stock) with the account of any other holder of its securities) Commission under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 S-8, or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration andRegistration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered and/or offered, and the distribution arrangements, and will, subject to the terms hereofSection 5(b)(ii), shall use commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder20) within 21 days after the last date such holders receive the Company’s notice; provided, that (i) if, Piggyback Notice was deemed to have been given pursuant to Section 12.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay Registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and thereupon (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration, and (iiB) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If on or after Whenever the first anniversary of Company shall determine to prepare and file with the Operative Date and prior Commission a registration statement relating to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (an offering for its own account or for the account of any other holder of its securities) others under the Securities Act (of any of its equity securities, other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form (each as promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall give prompt written notice send to all holders each Holder of Registrable Securities written notice of its intention to effect such a registration determination within two (2) Business Days thereof and, subject if within twenty (20) days after receipt of such notice, any such Holder shall so request in writing to the terms hereof, shall use commercially reasonable efforts to include participate in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein offering (which request shall specify the number of Registrable Securities intended to be disposed of by such the Holders), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder) within 21 days after such holders receive , to the Company’s noticeextent requisite to permit the disposition of the Registrable Securities so to be registered; provided, that (i) if, 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 proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder such Holder and, thereupon, (i) in the case of Registrable Securities and thereupon a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 6 hereof), and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to such underwriters who shall have been selected by the Company on this Section 3 for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If If, on or and after the first anniversary date of this Agreement, the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Equity Securities, whether or not for the Company’s own account (other than pursuant to (i) a Demand Registration which shall be governed by Section 2, and registrations registration statement on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated for similar purposes (ii) a registration statement filed solely in connection with an exchange offer or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”any employee benefit or dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all holders of the Holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to Holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such Holder may request (a “Piggyback Registration”). Subject to Section 2(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 ten (which request shall specify 10) days after the number Piggyback Notice has been given to the applicable Holder. Each Holder agrees to keep the contents of any non-public registration statement confidential until such registration statement is filed. The Holders of Registrable Securities intended exercising their rights under this Section 2(a) shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the business day immediately preceding the effective date of such Piggyback Registration. The Company shall not be disposed required to maintain the effectiveness of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) if, 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. If at any time after giving written notice of its intention intentions 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 proceed with the proposed registrationregister or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each holder Holder and, thereupon, (x) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its any obligation to register any Registrable Securities in connection with such registration and (iiy) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s case of a determination to delay such registration, the Company shall be permitted to delay the registration must sell their of any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If on or after After the first anniversary end of the Operative Date and prior to Lock-Up Period, whenever the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act securities (other than including in response to a demand of a shareholder not party hereto, but excluding a registration pursuant to a Demand Registration which shall be governed by Section 21, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes relating solely to employee benefit plans, or relating solely to a Rule 145 transactionthe sale of debt or convertible debt instruments) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (which 15) days after the date of the Company's notice (a “Piggyback Registration”). Any Holder that has made such a written request shall specify the number of may withdraw its Registrable Securities intended to be disposed of from such Piggyback Registration by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities the Company and the managing Underwriter, if any, on or before the thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the registration statement filed 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(c) the Company will have no liability to any Holder in connection with such registrationdelay, termination or withdrawal; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Piggyback Registration, then the Company shall determine for any reason not again give all Holders the opportunity to proceed with participate therein and shall follow the proposed registration, notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company may, at its election, give written notice is obligated to effect. The registration rights granted pursuant to the provisions of such determination to each holder of Registrable Securities and thereupon this Section 2 shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply addition to the Company, with such differences, including any with respect registration rights granted pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthe other provisions of Section 1 hereof.

Right to Piggyback. If on or after Except with respect to a Demand Registration, the first anniversary of procedures for which are addressed in Section 2, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent file a registration statement under the Securities Act with respect to an offering of Common Stock (whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (S-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated for similar purposes (ii) filed solely in connection with an exchange offer or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”any employee benefit or dividend reinvestment plan, then, each such time), the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 (which request shall specify 15) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and at least two business days prior to the effective date of the registration statement filed in connection with such registration, the Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 180 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration 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, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with an initial Public Offering the Company shall not be required to deliver a Piggyback Notice nor include in such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their any Registrable Securities to such underwriters who shall have been selected if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthem.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of file any other holder of its securities) ------------------ registration statement under the Securities Act for purposes of an Offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to a Demand secondary Offerings of securities of the Company, but excluding Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor Statements relating to employee benefit plans or other form promulgated for similar purposes compensatory arrangements or relating with respect to a corporate reorganizations, or other transactions under Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act Act) (a “"Piggyback Registration”"), the Company shall will give prompt written notice to all holders the Holders of Registrable Securities of its the Company's intention to effect such a registration (each, a "Piggyback Notice") and, subject to the terms hereof, shall use commercially reasonable efforts to the Company will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder10) within 21 days after such holders receive the Company’s noticedate of delivery of the Piggyback Notice; provided, however, that (i) if, at any time after ----------------- giving written notice of its intention to register any securities and shares and, prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registrationregister any such shares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities the Holders requesting inclusion therein, and thereupon thereupon, the Company shall be relieved of its any obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves terminated registration. If the Piggyback Registration is an underwritten offering by Offering on behalf of the Company, all holders requesting then the Company shall not be required to be included include any Registrable Securities of the Holders in such Offering unless the Holders enter into a customary form of underwriting agreement in form and substance reasonably satisfactory to the underwriters and the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If on (i) Whenever the Company is required or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4an Excluded Registration) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration Piggyback Registration and, subject to the terms hereofof Section 1(b), shall use commercially reasonable efforts to will include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which request shall specify 20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities intended such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) ifsuch Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time after giving 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 Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement filed in connection with 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 Company shall determine for any reason not to proceed with the proposed registrationpartners, the Company may, at its election, give written notice retired partners and shareholders of such determination to each holder Holder, or the estates and Family Group of Registrable Securities any such partners and thereupon shall retired partners and any trusts for the benefit of any of the foregoing persons will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting deemed to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms a single “Holder,” and conditions as apply to the Company, with such differences, including any pro rata reduction with respect to indemnification such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and contribution, individuals included in such “Holder,” as may be customary or appropriate defined in combined primary and secondary offeringsthis sentence.

Right to Piggyback. If on or after at any time following the first anniversary of the Operative Effective Date and prior to the 18 month anniversary of the Operative Date, Parent IBC proposes to register Parent file a Registration Statement under the Securities Act with respect to a public offering of any of its Common Stock (pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a Registration Statement (i) on Form S-8 or any successor forms thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of any of the IBC Affiliated Group) or for the account of any other holder of its securities) under Common Stock, then IBC shall give written notice of such proposed filing to the Securities Act (other than pursuant Holders at least 15 Business Days before the anticipated filing date. Such notice shall offer the Holders the opportunity to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration register such amount of Registrable Securities for sale to the public under the Securities Act as they may request (a “"Piggyback Registration”"). Subject to Section 5.02(b), the Company IBC shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company IBC has received written requests for inclusion therein (which request within ten Business Days after notice has been given to the Holders. Each Holder shall specify be permitted to withdraw all or any portion of the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Holder from a Piggyback Registration 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 registrationPiggyback Registration; provided, the Company shall determine for any reason not to proceed with the proposed registrationhowever, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) that if such registration involves an underwritten offering by withdrawal occurs after the Company, all holders requesting to be included in filing of the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any Registration Statement with respect to indemnification and contributionsuch Piggyback Registration, as may be customary or appropriate in combined primary and secondary offeringsthe withdrawing Holders shall reimburse IBC for the portion of the registration expenses payable with respect to the Registrable Securities so withdrawn.

Right to Piggyback. If on (i) Whenever the Company is required or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4an Excluded Registration) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration Piggyback Registration and, subject to the terms hereofof Section 1(b) and (c), shall use commercially reasonable efforts to will include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which request shall specify 20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities intended such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) ifsuch H▇▇▇▇▇ will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time after giving 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 Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement filed in connection with 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 Company shall determine for any reason not to proceed with the proposed registrationpartners, the Company may, at its election, give written notice retired partners and shareholders of such determination to each holder Holder, or the estates and Family Group of Registrable Securities any such partners and thereupon shall retired partners and any trusts for the benefit of any of the foregoing persons will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting deemed to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms a single “Holder,” and conditions as apply to the Company, with such differences, including any pro rata reduction with respect to indemnification such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and contribution, individuals included in such “Holder,” as may be customary or appropriate defined in combined primary and secondary offeringsthis sentence.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent CSRA proposes to register Parent any of its CSRA Common Stock (for its own account whether or for the account of not in combination with any other holder of its securitiesequity or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations in connection with registration on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes forms, or relating solely to a Rule 145 transactionthe sale of debt or convertible debt instruments) and the registration form to be used may be used for the registration of Stockholder Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company CSRA shall give prompt written notice to all holders of Registrable Securities the Stockholders of its intention to effect such a registration andregistration. Each such notice shall specify the approximate number of shares of CSRA Common Stock to be registered. Subject to Sections 4.2 and 4.3, subject to if Stockholder Registrable Securities in the terms hereofaggregate equal 2% or more of the outstanding shares of CSRA Common Stock, shall use commercially reasonable efforts to CSRA 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 the Company CSRA has received a written requests request from any Stockholder for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 10 days after the delivery of such holders receive the Company’s notice; provided, provided that (i) each seller must sell its Stockholder Registrable Securities to the underwriter or underwriters selected by CSRA in connection with such offering on the same terms and conditions as apply to CSRA and (ii) if, at any time after giving written notice to the relevant Stockholder of its intention to register any securities and prior to the effective date of the registration statement filed in connection with effect such registration, the Company CSRA shall determine for any reason not to proceed with register any of its CSRA Common Stock under the proposed registrationSecurities Act, CSRA shall give notice to the Company may, at its election, give written notice of such determination to each holder of Registrable Securities relevant Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Registrable Securities in connection with such registration and (ii) if and, except for the obligation to pay Registration Expenses pursuant to Section 5.2 CSRA shall have no liability to the holders of Stockholder Registrable Securities in connection with such termination or withdrawal. CSRA shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsrelated offering.

Right to Piggyback. If on or after If, at any time there are outstanding any Registrable Securities, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a Registration Statement under the Securities Act with respect to an offering of Common Stock (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)its own account, then, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect each such a registration and, subject proposed filing at least thirty (30) days before the anticipated filing date (the "Piggyback Notice") to the terms hereof, Holders. The Piggyback Notice shall use commercially reasonable efforts offer the Holders the opportunity to include in such registration Registration Statement the number of Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to Section 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 ten (which request 10) days after notice has been given to the applicable Holder. The Holder shall specify be permitted to withdraw all or part of the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, from a Piggyback Registration 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 Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 120 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or after During the first anniversary of Registration Period, whenever the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any shares of its Common Stock (for its own account or for Common Stock held by any stockholders of the account of any other holder of its securities) Company under the Securities Act (other than pursuant a registration under Regulation A or relating to the Company’s employee benefit plans, exchange offers by the Company, or a Demand Registration which shall be governed merger or acquisition of a business or assets by Section 2the Company, and registrations including, without limitation, a registration on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionform) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give each of the Stockholders prompt written notice thereof (but not less than ten (10) business days prior to all holders 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, 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 to the Secretary of the Company within ten (10) business days of the receipt by such Stockholder of the Piggyback Notice requesting that the Company include in such registration Registrable Securities owned by such Stockholder in an amount equal to or greater than the Requisite Amount (which written request shall specify the number of Registrable Securities intended to be disposed of its intention to effect by such a registration andStockholder and the intended method of distribution thereof), subject to the terms hereof, Company shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received such written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; providedinclusion, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed accordance with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringshereof.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (, other than a registration pursuant to Section 1 or a Demand Registration which shall be governed by Section 2Special Registration, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the date of the Company’s noticenotice (a “Piggyback Registration”); provided, that provided the registration by the Company of its securities in connection with an IPO (i) if, at any time consummated after the fourth anniversary but prior to the eighth anniversary of the Closing Date shall not constitute a Piggyback Registration unless so designated by the Company with the approval of the Majority Principal Investors and (ii) consummated prior to the fourth anniversary of the Closing Date shall not constitute a Piggyback Registration unless so designated by the Company with Unanimous Investor Approval. Any Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice of its intention to register any securities the Company and the managing underwriter, if any, on or before the 30th day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 2 prior to the registration statement filed 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(c) the Company will have no liability to any Holder in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary termination or appropriate in combined primary and secondary offeringswithdrawal.

Right to Piggyback. If on or after Whenever prior to the first eighth anniversary of the Operative Date and prior to date on which the 18 month anniversary of Effective Time occurs the Operative Date, Parent Company proposes to register Parent Company Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If on the Company for itself or after the first anniversary any of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent its securityholders proposes to register Parent any shares of Common Stock (or securities convertible into or exchangeable for its own account or for Common Stock) with the account of any other holder of its securities) Commission under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) or Form S-8 S-8, or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) forms), and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders BofA, (i) at least thirty (30) days prior to the anticipated filing date in the case of Registrable Securities a registration on behalf of the Company, or (ii) within five (5) days after the Company receives any notice from any securityholder of a requested registration on their behalf, of its intention to effect such a registration andPiggyback Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered and the distribution arrangements, and will include in such Piggyback Registration, subject to the terms hereofSection 2.2(b) below, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from BofA (which request has not been withdrawn) for inclusion therein within ten (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder10) within 21 days after the last date such holders receive the Company’s notice; provided, that (i) if, Piggyback Notice was deemed to have been given pursuant to Section 2.2(a). If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with register or to delay the proposed registrationPiggyback Registration, the Company may, at its election, give written notice of such determination to each holder BofA and (A) in the case of Registrable Securities and thereupon a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration, and (iiB) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If on or after the first anniversary Company at any time proposes to ------------------ register any of its preferred stock under the Operative Date and prior Securities Act for sale to the 18 month anniversary of the Operative Datepublic, Parent proposes to register Parent Common Stock (whether for its own account or for the account of any other holder of its securities) under the Securities Act shareholders or both (other than pursuant except with respect to a Demand Registration which shall be governed by Section 2, and registrations registration statements on Form S-4 (or F-4) or Form S-8 or on any successor or other another form promulgated not available for similar purposes or relating to a Rule 145 transaction) and registering the registration form to be used may be used for the registration of Shelf Registrable Securities for sale to the public under the Securities Act public) (a “"Piggyback Registration”"), the Company shall will promptly (but in any event within 30 days) give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such registration and a registration and, subject description of any underwriting agreement to the terms hereof, shall use commercially reasonable efforts to be entered into with respect thereto and will include in such registration all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the receipt of the Company’s notice's notice (a "Piggyback Registration Request"); provided, however, that the Company -------- ------- shall not be required to include Shelf Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of preferred stock, any Piggyback Registration Request by the Holders shall specify that either (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Shelf Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting are to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company underwriting on the same terms and conditions as apply the shares of preferred stock otherwise being sold through underwriters under such registration, or (ii) such Shelf Registrable Securities are to be sold in the Companyopen market without any underwriting, with such differences, including any with respect on terms and conditions comparable to indemnification and contribution, as may be customary or appropriate those normally applicable to offerings of preferred stock in combined primary and secondary offeringsreasonably similar circumstances.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account including on behalf of a selling shareholder) any other holder of its securities) securities under the Securities Act (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4, or pursuant any successor to such form then in effect) at any time other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to it will so notify in writing all holders Shareholders of Registrable Securities no later than the earlier to occur of its intention to effect such a (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration andrights, subject if applicable, or (ii) forty-five (45) days prior to the terms hereofanticipated filing date. Subject to the provisions of Section 3.03, shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder15) within 21 business days after such holders receive the applicable Shareholder’s receipt of the Company’s notice; provided. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, that (i) ifif so requested by the managing underwriter of such Piggyback Registration, if any. The Shareholders may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. The Company, the Company shall determine for Shareholders and any reason not Person who hereafter become entitled to proceed with the proposed registration, register its securities in a Piggyback Registration initiated by the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions conditions. A registration of Registrable Securities pursuant to this Article III shall not be counted as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsa Demand Registration under Article II.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (file a registration statement under the Securities Act with respect to an offering of Registrable Securities, whether or not for sale for its own account and whether or for the account of any other holder of its securities) under the Securities Act not an underwritten offering or an underwritten registration (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (F-4, Form F-8 or F-4) or Form S-8 or on any successor forms thereto or other form promulgated for similar purposes (ii) filed to effectuate an exchange offer or relating any employee benefit or dividend reinvestment plan or with respect to a Rule 145 transaction) and an issuance of shares by the registration form to be used may be used for the registration of Registrable Securities for sale Company to the public under extent required to comply with immediate legal or regulatory requirements or to meet the Securities Act (a “Piggyback Registration”)Optimal Regulatory Capital, then the Company shall give prompt written notice of such filing no later than five business days prior to the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). Subject to Section 4.07(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holdereach a “Piggyback Request”) within 21 10 business days after such holders receive notice has been given to the Company’s notice; provided, that 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 (ix) if, at any time 180 days after giving written notice of its intention to register any securities and prior to the effective date thereof and (y) consummation of the registration statement filed in connection with such registration, distribution by the Company shall determine for any reason not to proceed with holders of the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than (i) pursuant to a Demand Registration which shall be governed by Section 2Registration, and (ii) in connection with registrations on Form S-4 (or F-4) S-8 promulgated by the Securities and Exchange Commission or Form S-8 or on any successor or other similar forms or (iii) a registration on any form promulgated for similar purposes or relating that does not include substantially the same information as would be required to be included in a Rule 145 transaction) registration statement covering the sale of Registrable Securities), and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration Piggyback Registration and, subject to the terms hereofof Section 3(c) and Section 3(d), shall use commercially reasonable efforts to include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 20 days after such holders receive delivery of the Company’s notice; provided. If the offering pursuant to such registration is to be underwritten, that (isubject to Section 8 hereof, then each Holder making a request for a Piggyback Registration pursuant to this Section 3(a) ifshall, 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 proceed make such arrangements with the proposed registrationmanaging underwriter or underwriters so that such Holder may, participate in such underwriter offering. If the offering pursuant to such registration is to be made on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3(a) shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that such Holder may, at its election, give written notice of participate in such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with offering on such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother basis.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a Registration Statement under the Securities Act with respect to an offering of any class of securities (other than a Registration Statement (i) pursuant to a Demand Registration which shall be governed by the Company’s obligations under Section 24 hereof, and registrations (ii) on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used such forms, or (iii) filed solely in connection with a rights offering made to all of the holders of New Common Stock or an offering made solely to employees of the Company), whether or not for its own account, then the registration Company will give written notice of Registrable Securities for sale such proposed filing to all Beneficiaries at least 30 calendar days before the public anticipated filing date. Such notice will offer Beneficiaries the opportunity to register under the Securities Act Company’s Registration Statement (a “Piggyback RegistrationRegistration Statement”)) such amount of Registrable Securities as each Beneficiary may request. Subject to Section 5(b) hereof, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to will include in each such registration Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify no later than five calendar days before the number anticipated filing date. The Beneficiaries will be permitted to withdraw all or part of the Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, from a Piggyback Registration Statement 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 such Piggyback Registration Statement. The Company will be permitted to withdraw any proposed Piggyback Registration Statement at any time without liability to any Beneficiary, in connection with such registration, which case the Company shall determine for any reason will not be required to proceed with effect a registration of the proposed registrationrequested Registrable Securities, unless the requisite percentage of Common Stock Beneficiaries notifies the Company maythat they wish to convert the request into a Demand Notice, at its election, give written notice in which case the provisions of such determination to each holder of Registrable Securities and thereupon Section 3 shall be relieved apply. No registration affected under this Section 5 will relieve the Company of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any obligations under Section 3 or Section 4 hereof with respect to indemnification Registrable Securities not registered and contribution, as may be customary or appropriate in combined primary and secondary offeringssold pursuant to this Section 5.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Act, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities for sale to the public under the Securities Act (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and, subject to the terms hereof, and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein within five (which request shall specify the number of Registrable Securities intended to be disposed of by 5) Business Days following such Holder) within 21 days after such holders receive ’s receipt of the Company’s notice; provided. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, that provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) ifno 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-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such 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 time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registrationregister such securities, the Company mayshall give notice to all of the Holders participating in such Piggyback Registration and, at its electionthereupon, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on the Company or after any Holder proposes to conduct a registered offering of, or if the first anniversary of Company proposes to file a Registration Statement under the Operative Date and prior Securities Act with respect to the 18 month anniversary of the Operative DateRegistration of, Parent proposes to register Parent Common Stock (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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) filed in connection with any employee stock option or other holder of its securities) benefit plan, or pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), , then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (other than 10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Demand Shelf Registration Statement, the applicable “red h▇▇▇▇▇▇” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be governed by Section 2included in such offering, the intended method(s) of distribution, and registrations on Form S-4 the name of the proposed managing underwriter or underwriters, if any, in such offering, and (or F-4B) or Form S-8 or on any successor or other form promulgated for similar purposes or relating offer to a Rule 145 transaction) and all of the registration form to be used may be used for the registration Holders of Registrable Securities for sale the opportunity to the public under the include in such registered offering such number of Registrable Securities Act as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall give prompt written notice to cause all holders of such Registrable Securities of its intention to effect be included in such a registration Piggyback Registration and, subject to the terms hereofif applicable, shall use its commercially reasonable efforts to include in cause the managing underwriter or underwriters of such registration all Piggyback Registration to permit the Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering requested by the Company, all holders requesting Holders pursuant to this Section 2(b)(i) to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company therein on the same terms and conditions as apply 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, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If on or after Except with respect to a Demand Registration, the first anniversary of procedures for which are addressed in Section 3, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale of its own account (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (A) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, the Corporation shall give prompt written notice of such proposed filing at least five (5) business days before the anticipated filing date (the “Piggyback Notice”) to the Stockholder. The Piggyback Notice shall offer the Stockholder the opportunity to include (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form cause to be used may be used for included) in such registration statement the registration number of Registrable Securities for sale to as the public under the Securities Act Stockholder may request (a “Piggyback Registration”). Subject to Section 5(b) hereof, the Company Corporation shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within three (which request 3) business days after notice has been given to the Stockholder. The Stockholder shall specify be permitted to withdraw all or part of the number of Registrable Securities intended from a Piggyback Registration by giving written notice to be disposed the Corporation of by such Holder) within 21 days after such holders receive the Company’s noticeits request to withdraw; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and such request must be made prior to the effective date earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration statement filed and otherwise may only be made in accordance with procedures reasonably determined by the underwriters in connection with such registration, any underwriting arrangements. The foregoing piggyback rights shall expire on the Company shall determine for any reason not to proceed with first date on which the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register Stockholder no longer owns any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSecurities.

Right to Piggyback. If on or At any time after the first anniversary of date hereof, whenever the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent voting ordinary shares, par value $1.00 per share, of the Company (“Common Stock Shares”) (other than on a universal shelf registration statement (but for the avoidance of doubt, excluding any “shelf take-downs” of such registration statements of Common Shares not issuable upon conversion, exercise or exchange of another security, in which case this Section 2 shall apply), a registration on Form S-4 or a registration relating solely to employee benefit plans), whether for its own account or for the account of any other holder one or more securityholders of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Company, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities the Sixth Street Entities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within fifteen (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder15) within 21 days after such holders receive the date of the Company’s notice; providednotice (a “Piggyback Registration”). Once a Sixth Street Entity has made such a written request, that (i) if, at any time after it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice of its intention to register any securities the Company and the managing underwriter, if any, on or before the fifth (5th) day prior to the anticipated effective date of such Piggyback Registration. The Company may terminate or withdraw any registration initiated by it and covered by this Section 2 prior to the registration statement filed effectiveness of such registration, whether or not a Sixth Street Entity has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to any Sixth Street Entity in connection with such registration, the Company termination or withdrawal. A Piggyback Registration shall determine not be considered a Demand Registration for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice purposes of such determination to each holder Section 1 of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthis Agreement.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any other holder of its securitiessuccessor forms then in effect) under the Securities Act (at any time other than pursuant to a Demand Registration which shall be governed by registration in connection with Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) 3 above and the registration form to be used may be used for the registration of the Registrable Securities for sale (a "Piggyback Registration"), it will so notify in writing all Pequot Stockholders no later than twenty (20) days prior to the public under anticipated filing date. Subject to the Securities Act (a “Piggyback Registration”provisions of Section 4(c), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to will include in such registration the Piggyback Registration all Registrable Securities owned by the Pequot Stockholders with respect to which the Company has received written requests for inclusion therein within ten (which request 10) days after the issuance of the Company's notice. Such Pequot Stockholders notice shall specify state the number intended method of disposition of the Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive Pequot Stockholder. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the Company’s notice; provided, that (i) if, managing underwriter. A Pequot Stockholder may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting the Pequot Stockholders and any Person who hereafter becomes entitled to be included register its securities in a registration initiated by the Company’s registration Company must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions as apply conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the Company, with such differences, including any with respect registration pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.

Right to Piggyback. If on or after After the first anniversary end of the Operative Date and prior to Lock-Up Period, whenever the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act securities (other than including in response to a demand of a shareholder not party hereto, but excluding a registration pursuant to a Demand Registration which shall be governed by Section 21, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes relating solely to employee benefit plans, or relating solely to a Rule 145 transactionthe sale of debt or convertible debt instruments) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder15) within 21 days after such holders receive the date of the Company’s notice; provided, notice (a “Piggyback Registration”). Any Holder that (i) if, at any time after has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice of its intention to register any securities the Company and the managing Underwriter, if any, on or before the thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the registration statement filed 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(c) the Company will have no liability to any Holder in connection with such registrationdelay, termination or withdrawal; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Piggyback Registration, then the Company shall determine for any reason not again give all Holders the opportunity to proceed with participate therein and shall follow the proposed registration, notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company may, at its election, give written notice is obligated to effect. The registration rights granted pursuant to the provisions of such determination to each holder of Registrable Securities and thereupon this Section 2 shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply addition to the Company, with such differences, including any with respect registration rights granted pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsthe other provisions of Section 1 hereof.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration made on Form S-4 (S-4, or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities of its intention to effect such a registration and, subject not later than 30 days prior to the terms hereofanticipated filing date. Subject to the provisions of Section 11(c), shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify within 15 business days after the number applicable holder's receipt of the Company's notice. The holders of Registrable Securities intended may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before three business days prior to be disposed the effective date of the Piggyback Registration. If a Piggyback Registration is an underwritten offering effected under Section 11(c), all Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, . 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 proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each 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 any obligation of the Company to pay the Registration Expenses in connection therewith) and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on Securities, for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. 2.9.1.1 If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Borrower proposes to register Parent Common Stock (for its own account or for the account any securities of any other holder of its securities) Borrower under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used (otherwise than for the registration of Registrable Securities for sale securities to be offered and sold by Borrower pursuant to (i) an employee benefit plan, (ii) a dividend or interest reinvestment plan, (iii) other similar plans or (iv) reclassification of securities, mergers, consolidations and acquisitions of assets) permitting a secondary offering or distribution, not less than 90 days prior to each such registration Borrower shall give to the public Lender written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration securities or blue sky laws is intended) and, subject to upon the terms hereofwritten request of Lender furnished within 30 days after the date of any such notice, shall use commercially reasonable efforts proceed to include in such registration all Registrable Securities with respect to which such shares of Borrower owned by Lender (“Piggy-Back Shares”) as have been requested by the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended Lender to be disposed included in such registration. The Lender shall in its request describe briefly the proposed disposition of such shares of Common Stock. Borrower will in each instance use its best efforts to cause all such Piggy-Back Shares to be registered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by the Lender, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such Holderrequest) within 21 days after by the Lender. 2.9.1.2 If the managing underwriter, who shall be selected by Borrower advises Borrower in writing that, in its opinion, the inclusion of the Piggy-Back Shares with the securities being registered by Borrower would materially adversely affect the distribution of all such holders receive the Company’s notice; providedsecurities, that then Borrower will include in such registration (i) if, at any time after giving written notice of its intention the securities Borrower proposes 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 proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration sell and (ii) if such registration involves an underwritten offering by the Company, all holders requesting Piggy-Back Shares requested to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company registration, on the same terms a pro rata basis between Borrower and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsLender.

Right to Piggyback. If on or after After the first anniversary consummation of an IPO, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock file any registration statement under the Securities Act for the purposes of a public offering of its common equity securities (including a Demand Registration pursuant to Section 2(a)) (whether or not for sale for its own account or for and including, but not limited to, registration statements relating to secondary offerings of common equity securities of the account of Company, but excluding the Shelf Registration Statement (including Shelf Underwritten Offerings) and registration statements relating to any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (S-4, F-4 or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholders of its intention to effect such a registration andand shall, subject to the terms hereofSection 3(b), shall use all commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 30 days after such holders receive the receipt of the Company’s notice; provided, however, that (i) if, the Company may at any time after giving written notice of its intention to register withdraw or cease proceeding with any securities and prior to such Piggyback Registration if it will at the effective date of same time withdraw or cease proceeding with the registration statement of all other Company common equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers common equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with such registration, a Piggyback Registration by giving written notice to the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination withdrawal within five (5) Business Days prior to each holder the anticipated effectiveness of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities such registration statement in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringstherewith.

Right to Piggyback. If on or after Except with respect to a Demand Registration, the first anniversary of procedures for which are addressed in Section 3, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale of its own account (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (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 of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form cause to be used may be used for included) in such registration statement the registration number of Registrable Securities for sale to the public under the Securities Act as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company Corporation shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within fifteen (which request shall specify 15) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and at least two business days prior to the effective date of 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) 180 days (two years for a shelf registration statement filed in connection with such registration, statement) after the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Companyholders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, (i) in connection with an Initial Public Offering in which the Requisite Investor Shareholders are selling (or causing to be sold) shares of Common Stock beneficially owned by them or any of the Persons described in the last paragraph of Section 3(b) in any such Initial Public Offering on a secondary basis (whether pursuant to a Demand Notice or otherwise), the Corporation shall be required to deliver a Piggyback Notice to the other Shareholders and in such event all Shareholders that are direct or indirect holders requesting of Registrable Securities shall have the right to participate in such offering on a pro rata basis with the Requisite Investor Shareholders (it being understood that in connection with any Initial Public Offering in which the Requisite Investor Shareholders are not selling (or causing to be sold) shares of Common Stock beneficially owned by them or any of the Persons described in the last paragraph of Section 3(b) on a secondary basis, no such Piggyback Notice need be sent and no Registrable Securities of other holders need be included in the Company’s registration must sell their for the Initial Public Offering) and (ii) no member of senior management of the Corporation or its Subsidiaries who has been provided with piggyback rights shall be permitted to exercise such rights unless the Requisite Investor Shareholders are selling Registrable Securities to in such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringstransaction.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any other holder successor forms then in effect and except for the registration of its securitiessecurities held by Cascade Investment, L.L.C. (“Cascade”) under pursuant to the Securities Act (terms and conditions of that certain Registration Rights and Stockholders Agreement dated as of April 13, 2006 between the Company and Cascade) at any time other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of its intention to effect such a (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration andrights, subject or (ii) forty-five (45) days prior to the terms hereofanticipated filing date. Subject to the provisions of Section 4(c), shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder15) within 21 days after such holders receive the issuance of the Company’s notice; provided. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, that (i) if, if so requested by the managing underwriter. The holders of Registrable Securities may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for any reason not to proceed with the proposed registrationCompany, the Company may, at its election, give written notice of such determination to each holder holders of Registrable Securities and thereupon shall be relieved of its obligation any Person who hereafter becomes entitled to register any Registrable Securities its securities in connection with such a registration and (ii) if such registration involves an underwritten offering initiated by the Company, all holders requesting to be included in the Company’s registration Company must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions conditions. A registration of Registrable Securities pursuant to this Section 4 shall not be counted as apply a Demand Registration pursuant to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.

Right to Piggyback. If Whenever, during the period commencing on or the date of the Agreement and ending 24 months after the first anniversary date of the Operative Date and prior to the 18 month anniversary of the Operative DateAgreement, Parent Conexant proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act on behalf of any of its shareowners any shares of Conexant Stock (other than except for the registration of securities to be offered pursuant to a Demand Registration which shall be governed by Section 2, and registrations an employee benefit plan on Form S-4 (or F-4) S-3 or Form S-8 or pursuant to a registration made on Form S-4 or any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionforms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities for sale Shares (a "Piggyback Registration"), Conexant will so notify Sellers in writing no later than 30 days prior to the public filing date of a registration statement in connection therewith. The notice shall offer to include in such filing the amount of Registrable Shares as Sellers may request. Each Seller shall (i) advise Conexant in writing within 15 days after the date of receipt of such offer from Conexant, setting forth the number of Registrable Shares for which registration is requested, and (ii) deliver to Conexant a letter from counsel to such Seller to the effect that registration under the Securities Act (a “Piggyback Registration”), is or may be required for the Company shall give prompt written notice to all holders sale of such Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Shares. If at any time after giving any such written notice of its intention to register effect any registration of securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Conexant shall determine for any reason not to proceed with register any securities which gave rise to the proposed registrationPiggyback Registration, the Company Conexant may, at in its electionsole discretion, give written notice of such determination to each holder of Registrable Securities Sellers and thereupon it shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration and (iiregistration. If the offering subject to any notice given pursuant to this Section 2(a) if such registration involves an underwritten offering by is to be underwritten, Sellers shall sell the Company, all holders requesting Registrable Shares to be included in the Company’s registration must sell their Registrable Securities to such or through the underwriter or underwriters who shall have been selected by of the Company on the same securities being registered upon terms and conditions as apply generally comparable to the Companyterms applicable to others, with and if any underwriter or underwriters reasonably determine that the number of shares included in the Registration Statement is more than can be sold in an orderly fashion, then the number of shares which Sellers and any other holders of Conexant Stock having piggyback registration rights will be permitted to include in such differences, including registration statement will be reduced pro rata in proportion to the number of shares proposed to be included in such registration by Sellers and any with respect other holders having piggyback registration rights to indemnification and contribution, as may be customary an amount reasonably acceptable to the underwriter or appropriate in combined primary and secondary offeringsunderwriters.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent Common Stock (for its own account or for the account of ------------------ any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor the equivalent thereof) with respect to an underwritten public offering or other form promulgated for similar purposes or relating to a Rule 145 transaction) otherwise and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities for sale Securities, the Company will give prompt written notice to the public Investor of its intent to do so. Within 20 days after receipt of such notice, the Investor may, by written notice to the Company, request the registration by the Company under the Securities Act of his Registrable Securities in connection with such proposed registration by the Company under the Securities Act (a “"Piggyback Registration”"), the Company shall give prompt . Such written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the ---------------------- Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after Investor and the intended method of distribution thereof. Upon receipt of such holders receive request, the Company’s noticeCompany will use its best efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that (i) if, if at any time after giving written notice of its intention intent to -------- ------- register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder the Investor requesting such Piggyback Registration, and, thereupon, (a) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 8C hereof) without prejudice, however, to the rights of the Investor under this Section 8A, and (iib) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If on or after at any time, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act (except on Form ▇-▇, ▇▇▇▇ ▇-▇, or any successor forms thereto) whether or not for its own account (other than a registration effected pursuant to a Demand Registration which Section 2.2 hereof), then the Corporation shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating give written notice of such proposed filing to a Rule 145 transaction) and the registration form to be used may be used for the registration holders of Registrable Securities for sale at least 15 days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer such holders the opportunity to the public under the register such amount of Registrable Securities Act as each such holder may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, upon the Company shall give prompt written notice to all request of any such holders of Registrable Securities made within 10 days of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which date of the Company has received written requests for inclusion therein 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 will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities intended to be disposed sold) (in accordance with such intended methods thereof) of by such Holder) within 21 days after such holders receive the Company’s noticeRegistrable Securities to be so registered; provided, however, that (i) if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, registration the Company Corporation shall determine for any reason not to proceed with pursue the proposed effectiveness of the registration, the Company may, at its election, Corporation shall give written notice of such determination to each holder of Registrable Securities and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by but not from its obligation to pay the Company, all Registration Expenses in connection therewith). The holders requesting to be included in the Company’s registration must sell their of Registrable Securities shall be permitted to such underwriters who shall have been selected by withdraw all or part of the Company on the same terms and conditions as apply Registrable Securities from a Piggyback Registration at any time prior to the Company, with effective date of such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration.

Right to Piggyback. If on or From and after the first anniversary date which is twelve months from the date of this Agreement, whenever the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (other than pursuant a registration effected in connection with a stock option or other employee benefit arrangements of the Company or its affiliates (such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a Demand registration statement covering the sale of Registrable Securities (such as a Registration which shall be governed by Section 2Statement on Form S-4), or a registration effected in connection with an acquisition), and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other the form promulgated for similar purposes or relating to a Rule 145 transaction) and the of registration form statement to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (the "Notice") to all holders of Registrable Securities Investors of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within five business days after the Investor's receipt of the Notice and shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive and the Company’s noticeintended method of distribution thereof; provided, however, that (i) if, the Company will use commercially reasonable efforts to extend the time in which the Investor must provide such written request for inclusion to the extent that such extension does not impede the Company's ability to have the registration statement declared effective or otherwise move forward in the registration offering or sale process. Any holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggyback Registration at any time after giving written notice of its intention to register any securities and prior to the effective date time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the holder is not then entitled to offer to sell whether by contractual restriction or by law. If a holder decides not to include all of the its Registrable Securities in any registration statement filed in connection with by the Company, such registration, holder shall nevertheless continue to have the Company shall determine for any reason not right to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register include any Registrable Securities in connection with such any subsequent registration and (ii) if such statement or registration involves an underwritten offering by the Company, all holders requesting to statements as may be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected filed by the Company on with respect to offerings of its securities, all upon the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsset forth herein.

Right to Piggyback. If on or at any time after the first anniversary consummation of the Operative Date and prior to IPO the 18 month anniversary of the Operative Date, Parent Corporation proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act in connection with the public offering of such securities (other than pursuant a registration relating to employee benefit plans or a Demand Registration which shall be governed by Section 2corporate reorganization or acquisition, and registrations on Form S-4 (or F-4) or Form S-8 or a registration on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration that does not permit inclusion of sales of Registrable Securities for sale to the public under the Securities Act Securities) (a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject not later than the earlier to occur of (i) 10 days following receipt by the Corporation of notice of exercise of demand registration rights or (ii) 30 days prior to the terms hereofanticipated filing date; provided, that such notice indicate the number of shares proposed to be registered, the proposed means of distribution of such securities and the proposed managing underwriters of such offering; provided, however, that the Corporation shall use commercially reasonable efforts not be required to give such notice or to include any Registrable Securities in a Piggyback Registration unless the Registrable Securities to be so included are of the same class as the other securities to be included in such registration. Subject to the provisions of Sections 5(b) and (c), the Corporation will include in such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein (which request shall specify within 15 days after delivery of the number Corporation's notice. The holders of Registrable Securities intended will be permitted to be disposed withdraw all or any part of by such Holder) within 21 days after holder's Registrable Securities from a Piggyback Registration at any time prior to the date such holders receive Piggyback Registration becomes effective with the Company’s noticeSEC; provided, that however, if the Piggyback Registration is an underwritten offering, the holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the managing underwriters for such offering. If a Piggyback Registration is an underwritten offering effected under (i) Section 5(b), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) Section 5(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 5(c). The foregoing notwithstanding, if, at any time after giving written notice of its intention to register any securities and a Piggyback Registration but prior to the effective date of the registration statement filed in connection with such registrationtherewith, the Company Corporation shall determine for any reason not to proceed with register the proposed registrationsecurities described in its notice of its intention to file a registration statement, the Company Corporation may, at its election, give written notice of such determination to each holder the holders of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any other holder of its securitiessuccessor forms then in effect) under the Securities Act (at any time other than pursuant to a Demand Registration which shall be governed by registration in connection with Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) 3 above and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities of its intention to effect such a registration and, subject no later than twenty (20) days prior to the terms hereofanticipated filing date. Subject to the provisions of Section 4(c), shall use commercially reasonable efforts to the Company will include in such registration the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (which request 10) days after the issuance of the Company's notice. Such Holder's notice shall specify state the number intended method of disposition of the Registrable Securities by such Holder. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the managing underwriter. The holders of Registrable Securities intended to be disposed may withdraw all or any part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to register any securities and before ten (10) business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for any reason not to proceed with the proposed registrationCompany, the Company may, at its election, give written notice of such determination to each holder holders of Registrable Securities and thereupon shall be relieved of its obligation any Person who hereafter becomes entitled to register any Registrable Securities its securities in connection with such a registration and (ii) if such registration involves an underwritten offering initiated by the Company, all holders requesting to be included in the Company’s registration Company must sell their Registrable Securities to such underwriters who shall have been selected by the Company securities on the same terms and conditions as apply conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the Company, with such differences, including any with respect registration pursuant to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsSection 3.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior Subject to the 18 month anniversary last sentence of this subsection (i), whenever, after an initial public offering of Common Stock by the Operative DateCompany, Parent the Company proposes to register Parent any Common Stock (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of the Registrable Securities for sale to the public under the Securities Act (other than a registration statement on Forms S-4 or S-8 or any similar successor forms) (a “"Piggyback Registration”" or a "Registration"), the Company shall will give prompt written notice to all holders of Registrable Securities Securities, at least 30 days prior to the anticipated filing date, of its intention to effect such a registration andRegistration, subject which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the terms hereof, shall use commercially reasonable efforts distribution arrangements and such other information that at the time would be appropriate to include in such registration notice, and will, subject to subsection (a)(ii) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 20 business days after such holders receive the delivery of the Company’s 's notice; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder and, thereupon, (A) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 3(a)(i) in connection with such registration (but not from its obligation to pay the registration expenses incurred in connection therewith) and (iiB) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities under this Section 3(a)(i) during the period that the registration of such other securities included in such Registration Statement is delayed. The Company further agrees to supplement or amend a Registration Statement if such registration involves an underwritten offering required by applicable laws, rules or regulations or by the Company, all holders requesting instructions applicable to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected form used by the Company for such Registration Statement. Each Holder shall be permitted to withdraw all or any part of such Holder's Registrable Securities from a registration at any time prior to the effective date of the Registration Statement by notifying the Company of such withdrawal not later than two business days prior to such effective date. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public in a Piggyback Registration pursuant to this Section 3 on the same terms and conditions at least as apply favorable as those applicable to the registration of shares of Common Stock to be sold by the Company and by any other Person selling under such Piggyback Registration (including the right to participate in an initial public offering of Common Stock of the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings).

Right to Piggyback. If on or at any time after the first anniversary period during which ------------------ Patriot and Wyndham are obligated to use all reasonable efforts to maintain the effectiveness of the Operative Date Form S-4 or a Shelf Registration Statement, while any Registrable Securities are outstanding, Patriot and prior Wyndham propose to the 18 month anniversary file a Registration Statement with respect to an Underwritten Offering of the Operative Date, Parent proposes to register Parent Common Stock (Paired Shares solely for its own account or for the account of any other holder of its securities) under the Securities Act cash (other than pursuant to a Demand Registration which shall be governed by Section 2Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, and registrations benefit or compensation plan, (ii) on Form S-4 (or F-4) or Form S-8 or on any successor form or other form promulgated for similar purposes in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) in connection with an offering solely to employees of Patriot and Wyndham or their affiliates, (v) relating to a transaction pursuant to Rule 145 transactionof the Securities Act, or (vi) a shelf registration on Form S-3 or any successor form for a primary offering of securities by Patriot and/or Wyndham), whether or not for their own account, Patriot and Wyndham shall give to Holders holding Registrable Securities written notice of such proposed filing at least ten (10) business days before filing. The notice referred to in the registration form preceding sentence shall offer Holders the opportunity to be used may be used for the registration register such amount of Registrable Securities for sale to the public under the Securities Act as each Holder may request (a “"Piggyback Registration”"), the Company shall give prompt written notice . Subject to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms Section 4(b) hereof, shall use commercially reasonable efforts to Patriot and Wyndham will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has Patriot and Wyndham have received written requests for inclusion therein (which request shall specify therein. The Holders will be permitted to withdraw all or part of the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, from a Piggyback Registration 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 proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration.

Right to Piggyback. If the Company proposes to file a Registration Statement in connection with a public offering of any of its securities (other than in connection with a Demand Registration and other than a Registration Statement on Form S-4 or after the first anniversary Form S-8, or any comparable successor form or form substituting therefor, or any form that does not permit secondary sales, or filed in connection with any exchange offer or an offering of the Operative Date and prior securities solely to the 18 month anniversary of the Operative DateCompany’s existing stockholders or relating solely to employee benefit plans) (a ”Piggyback Registration Statement”), Parent proposes to register Parent Common Stock (whether or not for sale for its own account or for account, then each such time the account Company shall give written notice of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act proposed offering (a “Piggyback RegistrationNotice”), ) to the Company shall give prompt written notice to all holders Holders of Registrable Securities of its intention to effect such a registration andat least twenty (20) days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request (“Piggyback Registration”). The Company will, subject to the terms hereoflimitations set forth in Sections 4.3 and 4.4 of this Agreement, shall use commercially reasonable efforts to include in such registration Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within fifteen (which request shall specify 15) days after receipt of the number Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders of the Registrable Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the rights of Holders of Registrable Securities intended to demand the continuation of such Registration Statement under Section 3 hereof. Notwithstanding the foregoing, the Holders of Registrable Securities shall only be disposed entitled to a total of by such Holderthree (3) within 21 days after such holders receive Piggyback Registrations during the Company’s noticeterm of this Agreement; provided, however, that a registration shall not be deemed to be a Piggyback Registration for purposes of this Section 4.1 (i) ifunless such Registration Statement with respect thereto has become effective, at (ii) if after it has become effective, such registration is interfered with by any time after giving written notice of its intention to register any securities and prior to the effective date stop order, injunction or other order or requirement of the registration statement filed in connection with such registration, the Company shall determine Commission or other governmental agency or court for any reason not attributable to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder holders of Registrable Securities participating in such registration and thereupon shall be relieved of its obligation has not thereafter become effective, or (iii) if the conditions to register any Registrable Securities closing specified in the underwriting agreement, if any, entered into in connection with such registration and (ii) if such registration involves an underwritten offering are not satisfied or waived, other than by reason of a failure on the Company, all holders requesting to be included in part of the Company’s registration must sell their Registrable Securities to or Holders thereof participating in such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any shares of Class A Voting Common Stock (or securities convertible into or exchangeable for its own account or for Class A Voting Common Stock) with the account of any other holder of its securities) Commission under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 S-8, or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a " Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration andRegistration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to the terms hereofSection 5(b)(ii), shall use commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder20) within 21 days after the last date such holders receive the Company’s notice; provided, that (i) if, Piggyback Notice was deemed to have been given pursuant to Section 12.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay Registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and thereupon (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration, and (iiB) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If the Company proposes to file a Registration Statement in connection with a public offering of any of its securities (other than in connection with a Demand Registration and other than a Registration Statement on Form S-4 or after the first anniversary Form S-8, or any comparable successor form or form substituting therefor, or any form that does not permit secondary sales, or filed in connection with any exchange offer or an offering of the Operative Date and prior securities solely to the 18 month anniversary of the Operative DateCompany's existing stockholders or relating solely to employee benefit plans) (a "Piggyback Registration Statement"), Parent proposes to register Parent Common Stock (whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2account, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), then each such time the Company shall give prompt written notice of a proposed offering (a "Piggyback Notice") to all holders the Holders of Registrable Securities of its intention to effect such a registration andat least twenty (20) days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request ("Piggyback Registration"). The Company will, subject to the terms hereoflimitations set forth in Sections 4.3 and 4.4 of this Agreement, shall use commercially reasonable efforts to include in such registration Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within fifteen (which request shall specify 15) days after receipt of the number Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders of the Registrable Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the rights of Holders of Registrable Securities intended to demand the continuation of such Registration Statement under Section 3 hereof. Notwithstanding the foregoing, the Holders of Registrable Securities shall only be disposed entitled to a total of by such Holderthree (3) within 21 days after such holders receive Piggyback Registrations during the Company’s noticeterm of this Agreement; provided, however, that a registration shall not be deemed to be a Piggyback Registration for purposes of this Section 4.1 (i) ifunless such Registration Statement with respect thereto has become effective, at (ii) if after it has become effective, such registration is interfered with by any time after giving written notice of its intention to register any securities and prior to the effective date stop order, injunction or other order or requirement of the registration statement filed in connection with such registration, the Company shall determine Commission or other governmental agency or court for any reason not attributable to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder holders of Registrable Securities participating in such registration and thereupon shall be relieved of its obligation has not thereafter become effective, or (iii) if the conditions to register any Registrable Securities closing specified in the underwriting agreement, if any, entered into in connection with such registration and (ii) if such registration involves an underwritten offering are not satisfied or waived, other than by reason of a failure on the Company, all holders requesting to be included in part of the Company’s registration must sell their Registrable Securities to or Holders thereof participating in such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on (but without any obligation to do so) the Company at any time proposes or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes is obligated to register Parent any shares of Common Stock (under the Securities Act, whether or not for sale for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to account, on a Demand Registration which shall be governed by Section 2, form and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to in a Rule 145 transaction) and the registration form to be used may be used for the manner that would permit registration of Registrable Securities for sale to the a public offering under the Securities Act (other than on a “Piggyback Registration”registration statement (i) on Form S-4 or Form S-8 or any successor form thereto or (ii) filed in connection with an exchange offer), the Company shall give prompt written notice of such proposed filing to all holders Holders and the Management Stockholder at least 15 Business Days before the anticipated filing date. Such notice shall offer such Holders and the Management Stockholder the opportunity to register such amount of Registrable Securities of its intention as they shall request (a “Piggyback Registration”). Subject to effect such a registration and, subject to the terms Sections 3(b) and 3(c) hereof, the Company shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days 15 Business Days after such holders receive notice has been received by the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities Holders 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 proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering Management Stockholder by the Company. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, all holders requesting such Registrable Securities shall, subject to the provisions of this Section 3, be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters. The Selling Holders shall be permitted to withdraw all or a part of the Registrable Securities held by such Selling Holders which were to be included in such Piggyback Registration at any time prior to the Companyeffective date of such registration. The Company may withdraw any registration statement for such Piggyback Registration at any time before it becomes effective, with or postpone the offering of securities thereunder, without obligation or liability to any Selling Holder. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such differences, including Piggyback Registration as the result of any controversy that might arise with respect to indemnification and contribution, as may be customary the interpretation or appropriate in combined primary and secondary offeringsimplementation of this Agreement.

Right to Piggyback. If on (i) Whenever the Company is required or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4an Excluded Registration) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt at least ten (10) days prior written notice to all holders of Registrable Securities the Investors of its intention to effect such a registration Piggyback Registration and, subject to the terms hereofof Sections 3(b) and 3(c), shall use commercially reasonable efforts to will include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which request shall specify 20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities intended the Investors wishes to be disposed include in such registration statement. If an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) ifsuch Investor will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Investor may withdraw its request for inclusion at any time after giving 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 Investor’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 Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such withdrawn from the registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsbut are eligible for a future registration.

Right to Piggyback. If on or after at any time during the first anniversary Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the Operative Date and prior same type as the Registrable Shares pursuant to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any other holder of its securities) under securities of the same type as the Registrable Shares or the securities into which the Registrable Securities Act then are convertible (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on the extent that the Company has the right to include Registrable Shares in any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form statement to be used may be used for filed by the registration Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Securities for sale to the public under the Securities Act Shares as they may request (a “"Piggyback Registration”"). Subject to Section 3(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such holders receive the Company’s notice; provided, that (i) if, Holder from a Piggyback Registration 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 registrationPiggyback Registration; provided, the Company shall determine for any reason not to proceed with the proposed registrationhowever, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) that if such registration involves an underwritten offering by withdrawal occurs after the Company, all holders requesting to be included in filing of the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any Registration Statement with respect to indemnification and contributionsuch Piggyback Registration, as may be customary or appropriate in combined primary and secondary offeringsthe withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (file a Registration Statement, whether or not for its own account or for the account of any other holder of its securities) account, under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Ordinary Shares or other securities that would be convertible into, or exchangeable or exercisable for, Ordinary Shares (a “Piggy-Back Registration”), it shall give written notice to the Holders at least twenty (20) Business Days prior to the initial filing with the SEC of such piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company in the Piggy-Back Registration. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Securities as the Holders may request. The Holders desiring to have Registrable Securities registered under this Section 4 (a) (a “Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days after the date of receipt of the aforementioned notice from the Company, setting forth the amount of such Registrable Securities for sale which registration is requested. Subject to the public under the Securities Act (a “Piggyback Registration”limitations set forth in Section 4(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to thereupon include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request therein, and shall specify the number use its reasonable best efforts to effect registration of such Registrable Securities intended under the Securities Act. The Participating Piggy-Back Holders shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration 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 proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration.

Right to Piggyback. If on (i) Whenever the Company is required or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4an Excluded Registration) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall will give prompt at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration Piggyback Registration and, subject to the terms hereofof Section 1(b) and 0, shall use commercially reasonable efforts to will include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which request shall specify 20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities intended such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) ifsuch Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time after giving 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 Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement filed in connection with 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 Company shall determine for any reason not to proceed with the proposed registrationpartners, the Company may, at its election, give written notice retired partners and shareholders of such determination to each holder Holder, or the estates and Family Group of Registrable Securities any such partners and thereupon shall retired partners and any trusts for the benefit of any of the foregoing persons will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting deemed to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms a single “Holder,” and conditions as apply to the Company, with such differences, including any pro rata reduction with respect to indemnification such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and contribution, individuals included in such “Holder,” as may be customary or appropriate defined in combined primary and secondary offeringsthis sentence.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent any shares ------------------ of Class A Voting Common Stock (or securities convertible into or exchangeable for its own account or for Class A Voting Common Stock) with the account of any other holder of its securities) Commission under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 S-8, or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities for sale to the public under the Securities Act (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration andRegistration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to the terms hereofSection 5(b)(ii), shall use commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder20) within 21 days after the last date such holders receive the Company’s notice; provided, that (i) if, Piggyback Notice was deemed to have been given pursuant to Section 12.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay Registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and thereupon (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration, and (iiB) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsother securities.

Right to Piggyback. If Beginning on or after the first anniversary of date hereof, if the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent any of its Common Stock or Common Stock Equivalents (for its own account or for the account of any other holder of its securities"Piggyback Securities") under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4S-8 under the Securities Act or the equivalents thereof) or Form S-8 or on any successor or other form promulgated with respect to an underwritten public offering solely for similar purposes or relating to a Rule 145 transaction) its own account and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities for sale Securities, the Company will give prompt written notice (a "Piggyback Registration Notice") to all Shareholders upon the earlier of (i) forty-five (45) days prior to the public anticipated filing date or (ii) promptly following its decision to file or its intent to file such a registration statement, which notice shall specify the proposed offering price (or reasonable range thereof), the kind and number of securities to be registered, the distribution arrangements and such other information at the time appropriate to include in such notice. Within thirty (30) days after receipt of a Piggyback Registration Notice, any Qualified Shareholder may, by written notice to the Company, request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of its Piggyback Securities (a “"Piggyback Registration”"), . Such written notice to the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after Qualified Shareholder. Upon receipt of such holders receive request, the Company’s noticeCompany will use its best efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (i) if, if at any time after giving written notice of its intention intent to register any securities Piggyback Securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such Piggyback securities, the Company may, at its election, give written notice of such determination to each holder the Qualified Shareholder(s), and, thereupon, (1) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof), and (ii2) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to such underwriters who shall have been selected by the Company on for the same terms and conditions period as apply to the Company, with delay in registering such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Securities.

Right to Piggyback. If on or after If, at any time following the first anniversary last day of the Operative Date and prior Holding Period, the Company proposes or is required to file a Registration Statement under the 18 month anniversary Securities Act with respect to an offering of securities of the Operative DateCompany, Parent proposes to register Parent Common Stock (whether or not for sale for its own account (including, but not limited to, a Shelf Registration Statement on Form S-3 or for the account of any other holder of its securitiessuccessor form, but excluding a Registration Statement that is (i) under the Securities Act solely in connection with a Special Registration or (other than ii) pursuant to a Demand Registration which shall be governed by in accordance with Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”1 hereof), the Company shall give prompt written notice (a “Piggyback Notice”) as promptly as practicable, but not later than 30 days prior to the anticipated date of filing of such Registration Statement, to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to the terms hereof, and shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests notice from Holders for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 15 days after such holders receive the date of the Company’s notice; providednotice (a “Piggyback Registration”). Any Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, that if any, (i) if, at any time after giving written notice of its intention to register any securities and at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or (ii) solely with respect to an underwritten offering, if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 days preceding the date on which the Piggyback Notice was given. The Company may terminate or withdraw any registration statement filed in connection with under this Section 2 prior to the effectiveness of such registration, the Company shall determine for whether or not any reason not Holder has elected to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any include Registrable Securities in connection with such registration and (iiregistration. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2(a) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by which the Company on the same terms and conditions as apply is obligated to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringseffect. No Piggyback Registration shall count towards registrations required under Section 1.

Right to Piggyback. If on or If, at any time after an Initial Public Offering, the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a registration statement under the Securities Act with respect to an offering of Common Stock (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration statement (i) on Form S-4 (S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or F-4) or Form S-8 or on any successor forms thereto or other form promulgated (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”)its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention to effect Securities. The Piggyback Notice shall offer such a registration and, subject to holders the terms hereof, shall use commercially reasonable efforts opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 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 ten (which request shall specify 10) days after notice has been given to the number applicable holder. The eligible holders of Registrable Securities intended shall be permitted to be disposed withdraw all or part of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, Registrable Securities from a Piggyback Registration 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 Piggyback Registration. The Company shall determine not be required to maintain the effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to proceed with occur of (i) 120 days after the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration effective date thereof and (ii) if such registration involves an underwritten offering consummation of the distribution by the Company, all holders requesting to be of the Registrable Securities included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsRegistration Statement.

Right to Piggyback. If on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company at any time proposes to register Parent Common Stock any securities under the Securities Act (other than registrations on Form S-4 or S-8 of the Commission or the equivalent thereof) for its own account or for the account of any other holder of its securities) under another (except for the Securities Act (other than pursuant to Required Registration or a Demand Registration which shall be governed by Section 2, and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transactionRegistration) and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all Holders which are holders of Registrable Securities for sale of its intent to do so. Within 30 days after receipt of such notice, any Holder which is a holder of Registrable Securities may by written notice to the public Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act (a “"Piggyback Registration”"), . Such written notice to the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after Holders and the intended method of distribution thereof. Upon receipt of such holders receive request, the Company’s noticeCompany will use its best efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (i) if, if at any time after giving written notice of its intention intent to register any securities and prior to the effective date before pricing of the registration statement filed in connection with sale of such registrationsecurities, the Company shall determine determines for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination to each holder the Holders requesting such Piggyback Registration, and, thereupon, (i) in the case of Registrable Securities and thereupon a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any Holder or Holders of Registrable Securities entitled to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their case of a determination to delay registering, the Company may delay registering any Registrable Securities to for the same period as the delay in registering such underwriters who other securities. No registration effected under this Section 3 shall have been selected by relieve the Company on of its obligation to effect the same terms and conditions as apply to the Company, with such differences, including Required Registration or any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsDemand Registration upon request under Section 2(b) hereof.

Right to Piggyback. If During the period beginning on or after the first anniversary effective date of the Operative Date and prior to Securities Purchase Agreement through the 18 month fifth (5th) anniversary of thereof, whenever the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations registration on Form S-4 (or F-4) or Form S-8 or on any similar successor or other form promulgated for similar purposes or relating to a Rule 145 transactionform) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act Shares (a “"Piggyback Registration”"), the Company shall will give prompt written notice to all holders of Registrable Securities the Holder of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder20) within 21 days after such holders receive the Holder’s receipt of the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and but prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with terminate, withdraw or reduce the proposed number of shares to be included in such registration, the Company may, at its election, shall give written notice of such determination to each holder of Registrable Securities the Holder and thereupon the Company shall not be relieved of its Piggyback Registration obligation to register any such Registrable Securities in connection with such registration pursuant to this Section 1 and (ii) if such registration involves an underwritten offering by offering, the Company, all holders requesting to be included in the Company’s registration Holder must sell their its Registrable Securities to the underwriters of such underwriters who shall have been selected by the Company offering on the same terms and conditions as apply to the CompanyCompany or other Holder of Registrable Securities for whose account securities are to be sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holder may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such differencesregistration, including any not to sell the Registrable Securities in connection with respect such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration. The terms "register," "registered" and "registration" refer to indemnification a registration effected by preparing and contributionfiling a registration statement in compliance with the Act, as may be customary and the declaration or appropriate in combined primary and secondary offeringsordering of the effectiveness of such registration statement.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock any of its securities under the Securities Act (for its own account or for the account of any other holder of its securities) under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2Person), and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities for sale to the public under the Securities Act (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the registration statement relating to such registration (the “Registration Statement”)) to the Subscriber of its intention to effect such a registration and, subject to the terms hereof, and shall use commercially its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received a written requests request from the Subscriber for inclusion therein within five (which request shall specify 5) Business Days following the number Subscriber’s receipt of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided. If the Subscriber proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) ifthe Subscriber shall not be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the Subscriber shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Subscriber may not request that a Piggyback Registration involve the use of an underwriter. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 2.6 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 proceed with the proposed registrationregister such securities, the Company mayshall give notice to the Subscriber (if participating in such Piggyback Registration) and, at its electionthereupon, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsregistration.

Right to Piggyback. If on or after Whenever the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent Company proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities) file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any class of the Company’s Capital Stock (other than pursuant to a Demand Registration which shall be governed by Section 2Holder Shelf Takedown, and registrations on Form S-4 (Holder Block Sale or F-4) or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (Excluded Registration, a “Piggyback Registration”), the Company shall give prompt written notice to all holders Holders of Registrable Securities of its intention to effect such Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a registration andPiggyback Registration that is a Shelf Takedown or is automatically effective upon filing, such Piggyback Registration Notice shall be given not less than five (5) Business Days (two (2) Business Days in the case of a Block Sale) prior to the expected date of commencement of marketing efforts for such Shelf Takedown (and each Holder shall hold each such Piggyback Registration Notice in confidence until the earlier of (x) such time as marketing has commenced and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the Company) and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement. The Company shall, subject to the terms hereofprovisions of Section 3(b) below, shall use commercially reasonable efforts to include in such registration Piggyback Registration, as applicable, all Registrable Securities beneficially owned by Holders on the date of the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within five (which request shall specify 5) Business Days (2 Business Days in the number case of Registrable Securities intended to be disposed of by such Holdera Block Sale) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offeringsPiggyback Registration Notice.