Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever the Company proposes to register (including on behalf of a selling stockholder) any Equity Securities shares of Company Common Stock under the Securities Act (other than a except for the registration (i) of shares of Company Common Stock to be offered pursuant to a Registration Statement an employee benefit plan on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration made on Form S-4, or any successor forms or any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution, that would be required to be included in which a registration statement covering the Company is offering sale of the Registrable Securities) at any time other than pursuant to exchange its own securities a Demand Registration, and the registration form to be used may be used for other securitiesthe registration of the Registrable Securities (a "Piggyback Registration"), whether for its own account or for the account of one or more stockholders of the Company (other it will so notify MetLife in writing no later than the Investorsearlier to occur of (i) the tenth (a “Piggyback Registration”)10th) day following the Company's receipt of notice of exercise of other demand registration rights, the Company shall give prompt written notice to each Investor of its intention to effect such a registration or (but in no event less than ten ii) thirty (1030) days prior to the proposed anticipated date of filing filing. Subject to the provisions of Section 3.2, the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall Company will include in such the Piggyback Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than MetLife within ten (10) Business Days after MetLife's receipt of the Company's notice. MetLife may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before five (5) business days after Business Days prior to the effective date on which the Company has given notice of the Piggyback Registration to InvestorsRegistration. The Company may terminateCompany, delay or withdraw MetLife and any person who hereafter become entitled to register its securities in a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, initiated by the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for sell their securities on the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of terms and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveconditions.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than a registration (i) pursuant to a Demand Registration Statement on Form S-8 or a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the IPO (including, without limitation, pursuant to a Registration Statement on Form S-4 (the terms of any over-allotment or similar form that relates “green shoe” option granted to a transaction subject to Rule 145 under the Securities Act or any successor rule theretomanaging underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any dividend or distribution reinvestment successor or similar plan or forms), (iv) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or (vi) pursuant to a the Required Shelf Registration Statement, and the registration in which the Company is offering form to exchange its own securities for other securities), whether for its own account or be used may be used for the account registration of one or more stockholders of the Company (other than the Investors) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor all holders of securities subject to registration rights of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Piggyback Registration Statement) and, subject to Sections 1.5(b), 1.5(cthe terms of Section 3(c) and 2.1Section 3(d), shall include in such Piggyback Registration Statement (and in all related registrations or qualifications under blue sky laws and in any offering of Equity Securities related underwriting) all securities with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five (5) business within 20 days after the date on which the Company has given notice delivery of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany’s notice.

Right to Piggyback. Whenever Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to register any Equity Securities file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant filed to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act effectuate an exchange offer or any successor rule theretoemployee benefit or dividend reinvestment plan), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor filing no later than five (5) business days after prior to the filing date on (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within ten (10) business days after notice has been given notice of to the Piggyback Registration to Investorsapplicable holder. The Company may terminate, delay or withdraw shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration prior beyond the earlier to the effectiveness occur of such registration at any time in its sole discretion and, thereupon, (x) in one-hundred eighty (180) days after the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration effective date thereof and (y) in consummation of the case distribution by the holders of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay (other than those making Piggyback Requests) included in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders shareholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)register, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether either for its own account or for the account of one a security holder or more stockholders holders, any shares of Common Stock under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used may be used for the registration of Registrable Shares or (other than the Investorsii) to sell Common Stock pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Investor the Manager of its the Company’s intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such the Company Registration Statement and in any offering of Equity Securities or Prospectus Supplement all Registrable Shares with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for which the account of such Investor, Manager has provided that the Company has received with a written request for inclusion therein from within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such Investor no later than five shares to which the Manager has provided the Company with a written request for inclusion therein within three (53) business days after the date on which Company’s notice. (b) Notwithstanding the foregoing, the Company has given notice shall not be required to notify the Manager or include Registrable Shares in any registration on (i) Form S-▇, ▇-▇ or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment program, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form (other than Form S-▇, ▇-▇ or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially the Piggyback same information as would be required to be included in a Company Registration Statement or Prospectus Supplement pursuant to Investors. Section 2 above. (c) The Company may terminateshall have the right to abandon, delay or terminate and/or withdraw a Piggyback any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such registration Company Registration Statement and/or any Prospectus Supplement at any time prior to the consummation of an offering pursuant thereto, whether or not the Manager has elected to include securities in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the such Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveProspectus Supplement.

Right to Piggyback. Whenever If at any time, and from time to time, the Company proposes to register any Equity Securities file a registration statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering or sale to employees or directors of any class of equity securities of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with securities convertible or exercisable into shares of any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own equity securities for other securities), whether for its own account or for the account of one or more stockholders 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 Investorssale of securities to employees, directors, officers, consultants or advisors of the Company or its Affiliates pursuant to a stock option, stock purchase or similar benefit plan, (c) an offering of rights solely to the Company’s existing securityholders or (d) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company 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 each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall will include in such each Piggyback Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of all Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five (5) business days within 5 Business Days after the date on which the Company has given notice delivery of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”)Notice, subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveSection 3.2.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its equity securities under the Securities Act (other than a registration (i) pursuant to a Demand Registration Statement on Form S-8 (or and other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) than pursuant to a Registration Statement registration statement on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or similar form that relates any successor forms thereto), or otherwise proposes to a transaction subject to Rule 145 offer any of its equity securities under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether an Underwritten Offering either for its own account or for the account of one or more stockholders of securityholders and the Company (other than is eligible to use a registration form for such offering that may be used for the Investors) registration of Registrable Securities (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Investor all Holders of Registrable Securities of its intention to effect such a registration (but in no event which notice shall be given not less than ten fifteen (1015) days prior to the proposed expected filing date of filing the Company’s registration statement; provided, however, that in the case of an Underwritten Offering under a Shelf Registration, such notice shall be given not less than seven (7) Business Days prior to the applicable Registration Statementdate of commencement of marketing efforts for such offering) andand shall, subject to Sections 1.5(b)the provisions of Section 2(c) below, 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Piggyback Offering all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than within five (5) business days Busines Days after the date on which the Company has given notice receipt of the Piggyback Registration to InvestorsCompany’s notice. The Company may terminate, delay or withdraw a Piggyback Registration prior Notwithstanding anything to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registrationcontrary contained herein, the Company may determine not to proceed with a registration which is the subject of such notice. A Piggyback Offering shall not be relieved considered a Demand Registration for purposes of its obligation this Agreement and the rights to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case Piggyback Offerings may be exercised an unlimited number of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveoccasions.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders shareholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor (which notice shall be held in confidence by the Investor until the offering is publicly disclosed) of its intention to effect such a registration (but in no event less than ten (10) days Business Days prior to the proposed date of filing of the applicable Registration StatementStatement (or, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion)) and, subject to Sections 1.5(b), ) and 1.5(c) and 2.1Section 4.1 of the Investment Agreement, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days Business Days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities Equity Securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above. Any such Piggyback Registration or Piggyback Shelf Take-down shall not count as a Demand Registration or an Underwritten Shelf Take-Down.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv) hereof), other than a registration Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Registration Statement on Form S-8 (filed in connection with any employee stock option or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend or distribution reinvestment or similar plan or (ivv) pursuant to for a registration in which the Company is offering to exchange its own securities for other securities)rights offering, whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed offering to each Investor all of its intention to effect such a registration (the Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days prior before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed date of filing managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the applicable Registration Statement) and, subject Holders of Registrable Securities the opportunity to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any registered offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold as such Holders may request in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than writing within five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness receipt of such registration at any time in its sole discretion andwritten notice (such Registration, thereupon, (x) in the case of a determination “Piggyback Registration”). Subject to terminate or withdraw any registrationSection 2(b)(ii), the Company shall be relieved of its obligation to register any cause such Registrable Securities under to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 1.5 in connection with such registration 2(b)(i) to be included therein on the same terms and (y) in the case conditions as any similar securities of a determination to delay registration, the Company shall be permitted included in such Registration and to delay registering any permit the sale or other disposition of such Registrable Securities under this Section 1.5 for in accordance with the same period as the delay intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified 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 of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever If the Company proposes to register any Equity Securities file a registration statement under the Securities Act with respect to any offering of its Common Stock for its own account or for the account of any of its respective security holders (other than a registration (i) a registration pursuant to this Agreement, (ii) a Registration Statement registration statement on Form S-4 or S-8 (or other any substitute form that may be adopted by the Commission), (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) a registration incidental to an issuance of debt securities under Rule 144A or (v) a registration of securities solely relating to an offering or and sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to each Investor the Holders of its intention to effect such a registration Registrable Securities as soon as reasonably practicable (but in no event less than ten (10) days prior to Business Days before the proposed date of anticipated filing of the applicable Registration Statement) date), and, subject to Sections 1.5(bSection 5, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback Registration”), 1.5(c. Subject to Section 3(c) or (d) and 2.15, the Company shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to registration statement all such Registration Statement that number of Registrable Securities that are requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion included therein from such Investor no later than five within ten (510) business days Business Days after the date on which the Company has given delivery to such Holders of any such notice; provided, that if at any time after giving written notice of the Piggyback Registration its intention to Investors. The Company may terminate, delay or withdraw a Piggyback Registration register any securities and prior to the effectiveness effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such registration at any time in its sole discretion securities, the Company shall give written notice of such determination to each Holder and, thereupon, (xi) in the case of a determination not to terminate or withdraw any registrationregister, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (yii) in the case of a determination to delay registrationregistering, in the Company absence of a request for a Shelf Takedown or Demand Registration, shall be permitted to delay registering any Registrable Securities under this Section 1.5 Securities, for the same period as the delay in registering the such other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovesecurities.

Right to Piggyback. Whenever (i) Subject to the terms and conditions of this Agreement, at any time beginning thirty (30) days prior to the expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, if the Company proposes to register any Equity Securities equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iva) pursuant to a registration on Form S-8 or Form S-4, or any successor forms, relating to equity securities issuable upon exercise of employee stock options or in which connection with any employee benefit or similar plan of the Company, (b) in connection with a direct or indirect business combination involving the Company and another Person, (c) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is offering to exchange its own convertible into equity securities of the Company and (e) for other securities)a dividend reinvestment plan or similar plan, whether for sale solely for its own account account) (a “Primary Registration”) or for the account of one or more stockholders any other Person, the Company shall at such time give prompt notice (the “Piggyback Notice”) to each Investor at least twenty (20) business days prior to the anticipated filing date of the Company (other than registration statement relating to such registration. Such notice shall set forth such Investor’s rights under this Section 2(a) and shall offer such Investor the Investors) opportunity to include in such registration statement the number of Registrable Securities proposed to be registered as each such holder may request (a “Piggyback Registration”), subject to the provisions of Section 2(c), Section 2(d) and Section 2(f) of this Agreement. (ii) Upon the request of any Investor made within ten (10) business days of the Piggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by such Investor) and the minimum price, if any, below which such Investor will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or changed in the discretion of the Investor), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to include, all Registrable Securities that the Company has been so requested to include by all such Investors, and shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Investors, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that, (i) if such registration involves an underwritten offering, all such Investors requesting to be included in the Company’s registration must sell their Registrable Securities to be registered to the underwriters selected by the Company (or if applicable the demanding holder pursuant to Section 1(g)) on the same terms and conditions as apply to the Company (or such holder) and (ii) if at any time after giving notice of its intention to register any equity securities in a Primary Registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion all holders and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever on or after the Start Date and prior to the Termination Date the Company proposes to register any Equity Securities Shares under the Securities Act (other than on a registration (i) pursuant to a Registration Statement statement on Form S-8 (▇-▇, ▇-▇, ▇-▇ or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securitiesF-4), whether for its own account or for the account of one or more stockholders holders of the Company Shares (other than the Investors) Investor), and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Company shall give prompt written notice to each the Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c3(b) and 2.13(c), shall include in such Registration Statement registration statement and in any offering of Equity Securities Shares to be made pursuant to such Registration Statement that number of registration statement all Registrable Securities requested Shares with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request for inclusion therein from such the Investor no later than five (5) business within 10 days after the date on which Investor’s receipt of the Company’s notice (provided, without the consent of Man Group, in any registration initiated by Man Group pursuant to the Man Group Registration Rights Agreement, that only Registrable Shares of the same class or classes as the Shares being registered may be included and provided further that if the class or classes of Shares being registered in such Piggyback Offering are Common Shares, such Investor request may be contingent upon the Investor’s conversion of Registrable Preferred Shares into such Common Shares being registered and, in such event, the Company has given notice of will reasonably cooperate with the Piggyback Registration Investor to Investorscoordinate such a conversion with the relevant offering). The Company may terminate, delay or withdraw a shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, pricing thereof. If the Company shall be relieved of its obligation or any other Person other than the Investor proposes to register any Registrable Securities under this Section 1.5 sell Shares in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected an underwritten offering pursuant to a Registration Statement registration statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)Act, the Investors such offering shall be notified by the Company of and shall have the right, but not the obligation, to participate in any treated as a primary or secondary underwritten offering pursuant to such a Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveRegistration.

Right to Piggyback. Whenever Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to register any Equity Securities 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 and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant filed to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act effectuate an exchange offer or any successor rule theretoemployee benefit or dividend reinvestment plan), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor filing no later than five (5) business days after Business Days prior to the filing date on (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “Piggyback Registration”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within five (5) Business Days after notice has been given notice of to the Piggyback Registration to Investorsapplicable holder. The Company may terminate, delay or withdraw shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration prior beyond the earlier to the effectiveness occur of such registration at any time in its sole discretion and, thereupon, (x) in one hundred eighty (180) days after the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration effective date thereof and (y) in consummation of the case distribution of a determination to delay registration, the Company shall be permitted to delay registering any Common Stock (other than the Registrable Securities under this Section 1.5 for identified in such Piggyback Requests) that are the same period as the delay in registering the other equity securities covered by subject of such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering proposed to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified filed by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a registration Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Registration Statement on Form S-8 (filed in connection with any employee stock option or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to for a registration in which the Company is offering to exchange its own securities dividend reinvestment plan, (v) for other securities)a rights offering, whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed offering to each Investor all of its intention to effect such a registration (the Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days prior before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red ▇▇▇▇▇▇▇” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed date of filing managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the applicable Registration Statement) and, subject Holders of Registrable Securities the opportunity to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any registered offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold as such Holders may request in such offering by such Investor for the account writing within five (5) Business Days after receipt of such Investorwritten notice (such Registration, a “Piggyback Registration”); provided that the Company has received a written will only offer Requisite ▇▇▇▇ Preferred Holders, on behalf of all of the ▇▇▇▇ Preferred Holders, the opportunity to include in such registered offering such number of Registrable Securities as requested in writing where the request for inclusion therein from such Investor no later than five (5) business days after constitutes at least 40% of the Registrable Securities held by all of the ▇▇▇▇ Preferred Holders as of the date on which the Company has given notice of the Piggyback Registration this Agreement. Subject to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registrationSection 2(b)(ii), the Company shall be relieved of its obligation to register any cause all such Registrable Securities under to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 1.5 in connection with such registration 2(b)(i) to be included therein on the same terms and (y) in the case conditions as any similar securities of a determination to delay registration, the Company shall be permitted included in such Registration and to delay registering any permit the sale or other disposition of such Registrable Securities under this Section 1.5 for in accordance with the same period as the delay intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified 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 of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to register any Equity Securities 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 and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (S-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant filed to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act effectuate an exchange offer or any successor rule theretoemployee benefit or dividend reinvestment plan), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor filing no later than five (5) business days after Business Days prior to the filing date on (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “Piggyback Registration”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within five (5) Business Days after notice has been given notice of to the Piggyback Registration to Investorsapplicable holder. The Company may terminate, delay or withdraw shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration prior beyond the earlier to the effectiveness occur of such registration at any time in its sole discretion and, thereupon, (x) in one hundred twenty (120) days after the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration effective date thereof and (y) in consummation of the case distribution of a determination to delay registration, the Company shall be permitted to delay registering any Common Stock (other than the Registrable Securities under this Section 1.5 for identified in such Piggyback Requests) that are the same period as the delay in registering the other equity securities covered by subject of such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering proposed to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified filed by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever If (x) in connection with the IPO, Shares are proposed to be sold by shareholders of the Company other than Employee Parties or (y) after the completion of the IPO, whenever the Company proposes to register any Equity Securities of its equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act Form S-8 or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or forms) and the registration form to be used may be used for the registration of Registrable Securities (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities"Piggyback Registration"), whether or not for sale for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”)account, the Company shall will give prompt written notice to each Investor Employee Parties and the Investors LLC Parties of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five (5) business within 15 days after the date on which receipt of the Company's notice. Any Piggyback Registration may be abandoned at any time without prejudice to the Company has given notice or any shareholder of the Piggyback Registration to InvestorsCompany. The Company may terminate, delay or withdraw a elect to terminate any Piggyback Registration prior to rights of the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 Employee Parties in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act IPO or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovedetermined by the Board of Directors in good faith (it being understood that the Board of Directors can exercise such termination right when the sale by Employee Parties could adversely affect an offering of Shares), provided, however, that, except as provided in Section 5.1(b) or 5.1(c) so long as the Covalt Family Group owns 5% of the Shares then outstanding o▇ ▇ ▇▇lly diluted basis (excluding Stock Options) from time to time the Company may not terminate (i) any Piggyback Registration rights of a member of the Covalt Family Group at a time that Covalt is not an employee, ▇▇▇icer or director of the Compan▇ ▇▇▇ (ii) any Piggyback Registration rights of the Covalt Family Group (other than Covalt) to extent that ▇▇▇▇▇▇ was not required to be dis▇▇▇▇▇▇ as the beneficial ▇▇▇▇r of such Shares in the registration statement for the Piggyback Registration.

Right to Piggyback. Whenever Subject to Sections 2(c) hereof, if at any time during the six month period commencing upon the date hereof, the Company proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to any offering of shares of Common Stock by the Company for its own account and/or on behalf of any of its security holders and the registration form to be used may be used for the registration of Registrable Securities (other than a registration (i) pursuant to a Registration Statement registration on Form S-8 (or other registration solely relating to an offering S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)successor form, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates registration relating to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)Act, (iii) in connection with any dividend registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or distribution reinvestment or similar other employee benefit plan arrangement or (iv) any registration pursuant to a registration in which the Amended and Restated Securities Purchase Agreement dated August 30, 2010 between the Company is offering to exchange its own securities for other securities)and Socius ▇▇ ▇▇, whether for its own account or for the account of one or more stockholders of the Company (other than the InvestorsLtd.) (a “Piggyback Registration”)then, the Company shall give prompt written notice to each Investor of its intention to effect such a registration as soon as practicable (but in no event less than ten twenty (1020) days prior to the proposed date of filing of the applicable such Registration Statement) and, subject to Sections 1.5(b), 1.5(c) the Company shall give written notice of such proposed filing to the Holder, and 2.1such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a “Registration Request“). Subject to Section 2(c), the Company shall include in such Registration Statement and in all Registrable Securities requested within fifteen (15) days after the receipt of any offering of Equity such notice (which request shall specify the Registrable Securities intended to be made disposed of by the Holder) to be included in the registration for such offering pursuant to such a Registration Request; provided, however, that if, at any time after giving written notice of its intention to register shares of Common Stock and prior to the effective date of the Registration Statement that number filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give written notice of such determination to the Holder of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (xi) in the case of a determination not to terminate or withdraw any registrationregister, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration registration, and (yii) in the case of a determination to delay registrationregistering, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 Securities, for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company shares of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCommon Stock.

Right to Piggyback. Whenever Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to register any Equity Securities 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 and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant filed to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act effectuate an exchange offer or any successor rule theretoemployee benefit or dividend reinvestment plan), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor filing no later than five (5) business days after Business Days prior to the filing date on (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “Piggyback Registration”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within five (5) Business Days after notice has been given notice of to the Piggyback Registration to Investorsapplicable holder. The Company may terminate, delay or withdraw shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration prior beyond the earlier to the effectiveness occur of such registration at any time in its sole discretion and, thereupon, (x) in one hundred twenty (120) days after the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration effective date thereof and (y) in consummation of the case distribution of a determination to delay registration, the Company shall be permitted to delay registering any Common Stock (other than the Registrable Securities under this Section 1.5 for identified in such Piggyback Requests) that are the same period as the delay in registering the other equity securities covered by subject of such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering proposed to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified filed by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever On and after the date of this Agreement and continuing until February 1, 1999, if at any time the Company proposes to register any Equity Securities file a registration statement under the Securities Act with respect to an offering of shares of the common stock of the Company solely for cash (other than a Demand Registration Statement hereunder, and other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such form or in connection with an exchange 4 offer, (iii) in connection with any dividend or distribution reinvestment or similar plan or a rights offering exclusively to existing holders of shares of common stock of the Company, (iv) in connection with an offering solely to employees under an employee benefit, share dividend, share ownership or dividend reinvestment plan by the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration in which pursuant to Rule 415 under the Securities Act, or any successor rule, if the Company is in its good faith discretion believes the inclusion of Registrable Securities would adversely interfere with such offering to exchange its own securities for other securitiesor otherwise adversely affect the Company), whether or not for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”"PIGGYBACK REGISTRATION STATEMENT"), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior proposed filing to the proposed date of filing of the applicable Registration StatementHolder (a "PIGGYBACK NOTICE") and, subject to Sections 1.5(b)the provisions of subsections 2.b and 2.c, 1.5(c) and 2.1below, shall the Company will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received receives a written request for inclusion therein from such Investor no later than five within twenty (520) business days after the date on which the Company has given notice of delivery of the Piggyback Registration to InvestorsNotice. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company Holder shall be permitted to delay registering any withdraw all or part of the Holder's Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If from a Piggyback Registration is effected pursuant Statement at any time prior to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “effective date of such Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its Class A Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders any holder of Class A Shares (which, as a point of clarity, includes the registration of Class A Shares under the Securities Act for an underwritten public synthetic offering by the Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the Investorsability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the issuance by the Company of Class A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor all applicable holders of Registrable Shares of its intention to effect such a registration and of such holders’ rights under this Section 4(a). Upon the written request of any holder of Registrable Shares receiving such notice (but which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in no event less than ten such registration (10) days prior subject to the proposed date provisions of filing of the applicable Registration Statementthis Agreement) andall Registrable Shares requested to be registered pursuant to this Section 4(a), subject to Sections 1.5(b), 1.5(c4(b) and 2.14(c) below, shall include in such Registration Statement and in any offering of Equity Securities with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written requests for inclusion therein within 14 days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion therein from such Investor no later than five (5) business days after at any time prior to executing the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminateunderwriting agreement or, delay or withdraw a Piggyback Registration if none, prior to the effectiveness of such applicable registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovestatement becoming effective.

Right to Piggyback. Whenever If the Company proposes shall determine to register for sale any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company others (other than the Investors) (each a “Piggyback Registration”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, directors, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their family members (including a registration on Form S-8), or (ii) a registration relating solely to a Rule 145 transaction (under the Securities Act) or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization, or similar event, the Company shall promptly give prompt to the Purchaser written notice to each Investor of its intention to effect such a registration thereof (but and in no event shall such notice be given less than ten (10) calendar days prior to the proposed date of filing of the applicable Registration Statement) such registration statement), and, subject upon the written request of the Purchaser within thirty (30) days after the giving of such notice, will use its best efforts to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Piggyback Registration Statement (and any related qualification under blue sky laws or other compliance) the Shares purchased by the Purchaser pursuant to this Agreement (or any other securities of the Company, including but not limited to any securities convertible or exchangeable into shares of Common Stock or options, warrants or other rights to acquire Common Stock issued to the Purchaser in any offering lieu of Equity Securities such Shares or thereafter acquired by the Purchaser pursuant to a stock split, stock dividend, recapitalization, reverse merger or similar transaction in connection with such Shares) (the “Registrable Securities”), specified in a written request or requests, made within five (5) calendar days after receipt of such written notice from the Company, by the Purchaser. The Company shall determine for reasons of complying with limitations on the maximum number of shares of Common Stock permitted to be made registered in a Piggyback Registration by the staff of the Commission pursuant to such Registration Statement that Rule 415 promulgated under the Securities Act, the exact number of Registrable Securities requested to be sold included in such offering by such Investor for any Piggyback Registration. It shall be a condition precedent to the account obligations of such Investor, provided the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which Purchaser shall furnish to the Company has given notice such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Piggyback Registration Registrable Securities held by it as shall be reasonably required to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to effect the effectiveness of the registration of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 and shall execute such documents in connection with such registration and (y) in as the case of a determination to delay registrationCompany may reasonably request. However, the Company shall be permitted may, without the consent of the Purchaser, withdraw such registration statement prior to delay registering any Registrable Securities under this Section 1.5 for its becoming effective if the same period as Company has elected to abandon the delay in registering proposal to register the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering proposed to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveregistered thereby.

Right to Piggyback. Whenever (i) Subject to the terms and conditions of this Agreement, at any time beginning thirty (30) days prior to the expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, if the Company proposes to register any Equity Securities equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iva) pursuant to a registration on Form S-8 or Form S-4, or any successor forms, relating to equity securities issuable upon exercise of employee stock options or in which connection with any employee benefit or similar plan of the Company, (b) in connection with a direct or indirect business combination involving the Company and another Person, (c) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is offering to exchange its own convertible into equity securities of the Company and (e) for other securities)a dividend reinvestment plan or similar plan, whether for sale solely for its own account account) (a “Primary Registration”) or for the account of one or more stockholders any other Person, the Company shall at such time give prompt notice (the “Piggyback Notice”) to each Investor at least ten (10) business days prior to the anticipated filing date of the Company (other than registration statement relating to such registration. Such notice shall set forth such Investor’s rights under this Section 2(a) and shall offer such Investor the Investors) opportunity to include in such registration statement the number of Registrable Securities proposed to be registered as each such holder may request (a “Piggyback Registration”), subject to the provisions of Section 2(c), Section 2(d) and Section 2(f) of this Agreement. (ii) Upon the request of any Investor made within ten (10) business days of the Piggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by such Investor) and the minimum price, if any, below which such Investor will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or changed in the discretion of the Investor), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to include, all Registrable Securities that the Company has been so requested to include by all such Investors, and shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Investors, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that, (i) if such registration involves an underwritten offering, all such Investors requesting to be included in the Company’s registration must sell their Registrable Securities to be registered to the underwriters selected by the Company (or if applicable the demanding holder pursuant to Section 1(g)) on the same terms and conditions as apply to the Company (or such holder) and (ii) if at any time after giving notice of its intention to register any equity securities in a Primary Registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion all holders and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of 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 Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Registration Statement on Form S-8 (filed in connection with any employee stock option or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form S-4 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant for a dividend reinvestment plan, (v) for a rights offering or (vi) an offering contemplated by the separate standby equity purchase agreement, by and between YA II PN, Ltd., a Cayman Islands exempted limited partnership, and Twin Ridge (to a registration the extent that no other Holders participate in which the Company is offering to exchange its own securities for other securitiessuch offering), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed offering to each Investor all of its intention to effect such a registration (the Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days prior before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red ▇▇▇▇▇▇▇” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed date of filing managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the applicable Registration Statement) and, subject Holders of Registrable Securities the opportunity to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any registered offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold as such Holders may request in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than writing within five (5) business days Business Days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness receipt of such registration at any time in its sole discretion andwritten notice (such Registration, thereupon, (x) in the case of a determination “Piggyback Registration”). Subject to terminate or withdraw any registrationSection 2(b)(ii), the Company shall be relieved of its obligation to register any cause all such Registrable Securities under to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 1.5 in connection with such registration 2(b)(i) to be included therein on the same terms and (y) in the case conditions as any similar securities of a determination to delay registration, the Company shall be permitted included in such Registration and to delay registering any permit the sale or other disposition of such Registrable Securities under this Section 1.5 for in accordance with the same period as the delay intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified 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 of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveCompany.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its Class A Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders any holder of Class A Shares (which, as a point of clarity, includes the registration of Class A Shares under the Securities Act for an underwritten public synthetic offering by the Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the Investorsability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the issuance by the Company of Class A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor all applicable holders of Registrable Shares of its intention to effect such a registration and of such holders’ rights under this Section 4(a) (but the “Piggyback Notice”). Upon the written request of any holder of Registrable Shares receiving a Piggyback Notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in no event less than ten such registration (10) days prior subject to the proposed date provisions of filing of the applicable Registration Statementthis Agreement) andall Registrable Shares requested to be registered pursuant to this Section 4(a), subject to Sections 1.5(b), 1.5(c4(b) and 2.14(c) below, shall include in such Registration Statement and in any offering of Equity Securities with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written requests for inclusion therein no later than 9:00 a.m., New York City time, on the business day immediately following the Piggyback Notice Delivery Time; it being understood that for purposes of this Section 4(a), the “Piggyback Notice Delivery Time” shall be deemed to be the date of delivery of the Piggyback Notice if it is delivered to holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time; provided that any such other holder may withdraw its request for inclusion therein from such Investor no later than five (5) business days after at any time prior to executing the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminateunderwriting agreement or, delay or withdraw a Piggyback Registration if none, prior to the effectiveness of such applicable registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovestatement becoming effective.

Right to Piggyback. Whenever Following the expiration of the Standstill/Lock-up Period (unless earlier consented to in writing by the Company pursuant to the Warrant), but prior to the Termination Date, whenever the Company proposes to register any Equity Securities Shares under the Securities Act (other than on a registration (i) pursuant to a statement on Form S-8, F-8, S-4 or F-4), or sell any Shares under an effective registration statement other than the Company’s Registration Statement on Form S-8 S-3 (or File No. 333-268200) filed with the SEC on November 7, 2022 (unless any other registration solely relating to an offering or sale to employees or directors holders of the Company pursuant Company’s equity or equity-linked securities are offered the opportunity to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 sell under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a such registration in which the Company is offering to exchange its own securities for other securitiesstatement), whether for its own account or for the account of one or more stockholders holders of securities, and the Company form of registration statement or such effective registration statement to be used may be used for any registration or sale of Registrable Securities (other than the Investorsincluding by way of post-effective amendment to include such Registrable Securities) (a “Piggyback Registration”), then, subject to rights existing as of the date hereof of such other holders of securities, the Company shall give prompt written notice to each Investor the Holders of its intention to effect such a registration or sale (but in no event which notice may not be given less than ten two (102) days Business Days prior to the proposed date registration and/or launch of filing of the applicable Registration Statementsuch offering) and, subject to Sections 1.5(b), 1.5(c3(b) and 2.13(c), shall include in such Registration Statement and registration statement and/or in any offering of Equity Securities Shares to be made pursuant to such Registration Statement that number of registration statement all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request for inclusion therein from such Investor no later than five a Holder within ten (510) business days after such H▇▇▇▇▇’s receipt of the date on which Company’s notice or such shorter time as is reasonably specified by the Company has given notice in light of the Piggyback Registration to Investorscircumstances. The Company may terminate, delay or withdraw a shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, effected under this Section 3 shall relieve the Company shall be relieved of its obligation obligations to register effect any registration of the sale of Registrable Securities under this Section 1.5 in connection with such 2(a) and no registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering this Section 3 shall be deemed to be made on a delayed or continuous basis have been effected pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”Section 2(b), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever At any time after the date hereof, whenever the Company proposes to register any Equity Securities under voting ordinary shares, par value $1.00 per share, of the Securities Act Company (“Common Shares”) (other than the Mandatory Shelf Registration Statement or a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering relating solely to exchange its own securities for other securitiesemployee benefit plans), whether for its own account or for the account of one or more stockholders securityholders of the Company (other than Company, and the Investors) (a “Piggyback Registration”)registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall will give prompt written notice to each Investor the Shareholders (but, in the case of a registration pursuant to Section 2(a) by the Requesting Shareholder, excluding the Requesting Shareholder), of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request for inclusion therein from such Investor no later than five within fifteen (515) business days after the date on which of the Company’s notice (a “Piggyback Registration”). Once a Shareholder has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company has given notice and the managing underwriter, if any, on or before the fifth (5th) day prior to the anticipated effective date of the such Piggyback Registration to InvestorsRegistration. The Company may terminate, delay terminate or withdraw a Piggyback Registration any registration initiated by it and covered by this Section 3 prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, whether or not a 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 shall be relieved of its obligation will have no liability to register any Registrable Securities under this Section 1.5 Shareholder in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registrationtermination or withdrawal. If a A Piggyback Registration is effected pursuant to shall not be considered a Demand Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company purposes of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveSection 2 of this Agreement.

Right to Piggyback. (a) Whenever the Company proposes to register any Equity of its Securities under the Securities Act (other than a registration except (i) in the case of a routine offering or sale by the Company of a class of debt securities not previously issued to any Holder under the terms of a customary debt issuance program (including pursuant to a Registration Statement registration statement on Form S-8 F-3 or any successor thereto), (or other ii) for any registration solely relating to an of Securities for offering or and sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), plan arrangement (iiincluding pursuant to a registration statement on Form S-8 or any successor thereto) (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) demand registration effected in connection accordance with any dividend or distribution reinvestment or similar plan Section 2.1 or (iv) for any registration of Securities on Form F-4 or any successor thereto and other than solely pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”statement on Form F-6), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (A) as soon as practicable (but in no event less than ten thirty (1030) calendar days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(brelated registration statement), 1.5(cgive written notice to the Holders of its intention to effect such a registration and (B) register under such registration statement (x) all Registrable Securities of the same class as the Securities the Company proposes to register and (y) any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities the Company proposes to register (in accordance with the priorities set forth in subsections (b) and 2.1(c) below) with respect to which the Company shall have received written requests therefor within fifteen (15) calendar days after delivery of the Company’s notice (each such registration, a “Piggyback Registration”). (b) If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Board of Directors of the Company (the “Board of Directors”) in writing that in their opinion the total number of Securities (including the Registrable Securities of the same class as the Securities the Company proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities the Company proposes to register) requested to be included in the registration would prevent the underwriters from completing such offering, then the Company shall promptly provide the Holders with a copy of such advice and consult with the Holders with respect to such advice, and after such consultation shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to registration only such Registration Statement that number of Securities (including the Registrable Securities requested of the same class as the Securities the Company proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities the Company proposes to register), if any, which the managing underwriters determine can be sold in such offering by without preventing the underwriters from completing such Investor for offering. The Company shall include in such Piggyback Registration (i) first, 100% of the account of such Investor, provided Securities that the Company has received a written request for inclusion therein from proposes to sell as part of its initial registration, (ii) second, if any Holders participates in such Investor no later than five registration pursuant to this Agreement, 100% of the Registrable Securities (5) business days after which are of the date on same class as the Securities the Company proposes to register and any Related Securities in respect of which the Company has given notice Holder Shares are Securities of the Piggyback Registration same class as the Securities the Company proposes to Investors. The Company may terminateregister) that the Holders propose to sell, delay or withdraw a Piggyback Registration prior such lesser amount determined by the managing underwriters pursuant to the effectiveness preceding sentence, which shall be allocated pro rata between the participating Holders on the basis of the number of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with owned by each such registration and Person or as otherwise agreed between the Holders. (yc) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any Person other than a Holder (the “Other Stockholder”) who has Permitted Registration Rights and the managing underwriters advise the Board of Directors in writing that in their opinion the total number of Securities (including the Registrable Securities of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) requested to be included in the registration would prevent the underwriters from completing such offering, then the Company shall promptly provide the Holders with a copy of such advice and consult with the Holders with respect to such advice, and after such consultation shall include in such registration only such number of Securities (including the Registrable Securities of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) which the managing underwriters determine can be sold in such offering without preventing the underwriters from completing such offering. The Company shall include in such Piggyback Registration (i) first, 100% of the Registrable Securities (of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) that the Holders propose to sell and 100% of the Securities that such Other Stockholder proposes to sell, or such lesser amount determined by the managing underwriters pursuant to the preceding sentence, which shall be allocated pro rata between the participating Holders and such Other Stockholder on the basis of the number of Securities owned by each such Person or such other allocation amongst the Holders as agreed between the Holders and (ii) second, only if all of the Securities referred to in clause (i) have been included in the registration, any other Securities requested to be included therein that the managing underwriters have determined can be included pursuant to the preceding sentence. (d) If a Piggyback Registration involves an underwritten primary registration on behalf of the Company or an underwritten secondary registration on behalf of any Other Stockholder with Permitted Registration Rights, the managing underwriter or underwriters thereof shall be selected by the Company; provided, however, that (i) such managing underwriter or underwriters shall be of recognized international standing, (ii) the Company shall consult with the Holders (or any Person nominated by the Holders) prior to agreeing upon any fees, discounts or other amounts payable to such managing underwriter or underwriters and (iii) if the aggregate amount of Registrable Securities included by participating Holders in the underwritten offering for such Piggyback Registration exceeds 15% of the total amount of Securities to be included in such underwritten primary offering by the Company or such underwritten secondary offering by the Other Stockholder, as applicable, such Holders shall be entitled to select an additional managing underwriter to act as a joint bookrunner that is reasonably acceptable to the Company, which acceptance cannot be unreasonably withheld or delayed. (e) The Company will use its reasonable best efforts not to register any of its Securities for sale for its own account (other than Securities issued to employees of the Company under an employee benefit plan or Securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act) except as a firm commitment underwriting. (f) No registration or designation of Registrable Securities effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering request under this Section 2.2 shall be deemed to be made on a delayed or continuous basis have been effected pursuant to Rule 415 under the Securities Act Section 2.1 or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by relieve the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveits obligations under Section 2.1.

Right to Piggyback. Whenever If at any time after the earlier of (i) expiration of the Lock-Up Period, (ii) the occurrence of a Change of Control or (iii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, the Company proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to an offering of any class of equity securities (other than a registration statement (i) on Form S-4, ▇-▇ ▇▇ any successor form thereto or (ii) filed solely in connection with an offering made solely pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors employee benefit plans of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with an acquisition of any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securitiesPerson), whether or not for its own account or for account, then the account of one or more stockholders Company will give written notice of the Company (other than proposed filing to the Investors) Purchasers as soon as practicable but in any event at least 30 calendar days before the anticipated filing date of such Registration Statement, which such notice will offer to Purchasers the opportunity to register such amount of Registrable Securities as each Purchaser may request (a “"Piggyback Registration”"). Subject to Section 4(b), the Company shall give prompt will include in each Piggyback Registration all Registrable Securities with respect to which the Company has received from any Purchaser written notice requests for inclusion in that Piggyback Registration within 15 days of the giving of such notice. Purchasers will be permitted to each Investor withdraw all or part of its intention to effect such the Registrable Securities from a registration (but in no event less than ten (10) days Piggyback Registration at any time prior to the proposed effective date of filing of the applicable Piggyback Registration. The Company may at any time terminate a Piggyback Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investorits sole discretion without liability, provided that the Company has received a written request for inclusion therein from offering to which such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time relates shall be terminated in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveentirety.

Right to Piggyback. Whenever If, at any time following the IPO at which any Holder owns any Registrable Shares (but prior to the Termination Date), the Company proposes to register any Equity Securities Shares under the Securities Act (other than on a registration (i) pursuant to a Registration Statement statement on Form S-8 (▇-▇, ▇-▇, ▇-▇ or F-4 or any other registration solely relating to an offering Shares issuable upon exercise or sale to employees vesting of employee equity grants or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar employee benefit plan or (iv) pursuant to a registration in which of the Company is offering to exchange its own securities for other securitiesor in connection with a direct or indirect acquisition by the Company of another Person), whether for its own account or for the account of one or more stockholders holders of the Company Shares (other than the Investors) Holders), the Company shall, each such time, give prompt notice at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration to each Holder (to the extent such Holder holds any Registrable Shares on the date such notice is to be sent), which notice shall set forth such Holder’s rights under this Section 3 and shall offer such Holder the opportunity to include in such registration statement the number of Registrable Shares such Holder may request (a “Piggyback Registration”), subject to the provisions of Section 3(b). Upon the request of a Holder made within 5 business days after its receipt of notice from the Company, or such shorter time as is reasonably specified by the Company shall give prompt written notice to each Investor in light of its intention to effect such the circumstances in the case of a registration (primary offering but in no event less than ten two business days (10) days prior to which request shall specify the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities Shares requested to be sold registered in such offering by such Investor for Piggyback Registration), the account Company shall use its reasonable best efforts to effect the registration under the Securities Act of such Investor, provided that all Registrable Shares with respect to which the Company has received a written request for inclusion therein from such Investor no later than five Holder; provided that (5i) business days after any Holder requesting to include its Registrable Shares in the date Company’s registration must sell its Registrable Shares on which the same terms and conditions provided for in the underwriting or other distribution arrangements approved by the Company has given and that apply to the Company or the other holders of Shares involved in the registration, as applicable, and (ii) if, at any time after giving notice of the Piggyback Registration its intention to Investors. The Company may terminate, delay or withdraw a Piggyback Registration register any Shares pursuant to this Section 3(a) and prior to the effectiveness effective date of the Registration Statement filed in connection with such registration at registration, the Company shall determine for any time in reason not to register such securities, the Company shall give notice to each Holder that requested its sole discretion Registrable Shares to be included therein and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 Shares in connection with such registration. No registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities effected under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors 3 shall be notified by relieve the Company of and shall have the right, but not the obligation, its obligations to participate in any offering pursuant to such Piggyback Shelf effect a Demand Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other extent required by Section 2. The Company shall pay all Registration Expenses in connection with each Piggyback Registration as set forth aboveRegistration.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its securities in an underwritten offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities)Act, whether for its own account or for the account of one 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 more stockholders any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the Company (other than the Investors) Registrable Securities (a “"Piggyback Registration”"), it will so notify in writing all Investor Stockholders and Pavony 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 will include in the Piggyback Registration all Registrable Securities owned by the Investor Stockholders and Pavony with respect to which the Company has received written notice to each Investor of its intention to effect such a registration (but in no event less than requests for inclusion within ten (10) days after the issuance of the Company's notice. Each of such Investor Stockholders' and Pavony's notice shall state the intended method of disposition of the Registrable Securities by such Investor Stockholder or Pavony. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the managing underwriter. An Investor Stockholder or Pavony may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before ten (10) business days prior to the proposed effective date of filing of the applicable Registration Statement) andPiggyback Registration. In any Piggyback Registration, subject the Company, the Investor Stockholders, Pavony and any Person who hereafter becomes entitled to Sections 1.5(b), 1.5(c) register its securities in a registration initiated by the Company must sell their securities on the same terms and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number conditions. A registration of Registrable Securities requested pursuant to this Section 4 shall be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior addition to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveSection 3.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (1), whenever the Company proposes to register any Equity Common Stock (or securities convertible into or exchangeable for, or options to acquire, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that S-8, or a Form S-3 registration statement which relates solely to a transaction subject to Rule 145 under the Securities Act dividend reinvestment plan or any successor rule thereto), (iiiemployee purchase plan) in connection with any dividend or distribution reinvestment or similar plan or a public sale for cash and the registration form to be used may be used for the registration of the Registrable Securities (ivas defined in subsection (h) pursuant to below) (a registration in which the Company is offering to exchange its own securities for other securities"Piggyback Registration"), whether or not for sale for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Investor of the holders of Shares listed on EXHIBIT 1 hereto (the "Significant Holders") (including Dres▇▇▇, ▇▇ich, for purposes of this Section 4, shall include Dres▇▇▇, ▇▇s Related Parties and any transferees of Dres▇▇▇ ▇▇▇ his Related Parties), at least fifteen (15) days prior to the anticipated filing date, of its intention to effect such a registration registration, which notice will specify the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (but a)(2) below, include in no event less than such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days prior after delivery of the Company's notice. 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 proposed date of filing of the applicable public in a Piggyback Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number this Section 4 on the same terms and conditions as those applicable to the registration of Registrable Securities requested Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to by any other Piggyback Registration as set forth aboveperson selling under such registration.

Right to Piggyback. Whenever the Company proposes to register offer any Equity Securities under the Securities Act of its Common Stock (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv“Piggyback Offering”) pursuant to a registration statement in which the Company is any underwritten offering to exchange its own securities for other securities), of Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account or for the account of one or more stockholders holders of the Company Company’s securities (other than the InvestorsHolders) (a “Piggyback RegistrationOther Holders”), the Company shall give send prompt written notice to each Investor the Holders of its intention to effect such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a Shelf Registration Statement, such notice shall be sent not less than six Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration (but in no event statement that is not a Shelf Registration Statement, such notice shall be given not less than ten (10) days Business Days prior to the proposed expected date of filing of the applicable Registration Statement) andsuch registration statement. The Company shall, subject to the provisions of Sections 1.5(b), 1.5(c3(b) and 2.1(c) below, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Piggyback Offering, as applicable, all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five within seven Business Days (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminateor, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination Shelf Registration Statement, three Business Days) after sending the Company’s notice and shall file any registration statement amendment or prospectus supplement necessary to terminate or withdraw any registrationinclude such Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company shall be relieved of its obligation may determine not to register proceed with any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject Offering upon written notice to the same limitations that are applicable to any other Piggyback Registration as set forth aboveHolders.

Right to Piggyback. Whenever Subject to the last sentence of this Section 9.2(a), and the other conditions set forth herein, at any time after one hundred eighty (180) days following the consummation of an IPO effected by means of a registered, underwritten public offering (excluding, for the avoidance of doubt, any 144A Offering) (the “180-Day Lock-Up Period”), whenever the Company Offeror proposes to register any Equity Securities under the Securities Act any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other Offeror employee benefit arrangement)plans, (ii) pursuant to exchange offers by the Company Offeror or a Registration Statement merger or acquisition of a business or assets by the Company Offeror, including, without limitation, a registration on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act Form S-8 or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investorsform) (a “Piggyback Registration”), the Company Offeror shall give all Members prompt written notice to each Investor of its intention to effect such a registration thereof (but in no event not less than ten (10) business days prior to the filing by the Company Offeror with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the applicable Registration Statement) andCommission, subject to Sections 1.5(bthe proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), 1.5(cand a good faith estimate by the Company Offeror of the proposed minimum offering price of such securities. Upon the written request of a Member given within ten (10) business days of such Member’s receipt of the Piggyback Notice (which written request shall specify the number of Registrable Securities intended to be disposed of by such Member and 2.1the intended method of distribution thereof), the Company Offeror shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company Offeror has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of received such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 written requests for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveinclusion.

Right to Piggyback. Whenever If (x) in connection with the IPO, Shares are proposed to be sold by shareholders of the Company other than Employee Parties or (y) after the completion of the IPO, whenever the Company proposes to register any Equity Securities of its equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act Form S-8 or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or forms) and the registration form to be used may be used for the registration of Registrable Securities (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities"Piggyback Registration"), whether or not for sale for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”)account, the Company shall will give prompt written notice to each Investor Employee Parties and the Investors LLC Parties of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five (5) business within 15 days after the date on which receipt of the Company's notice. Any Piggyback Registration may be abandoned at any time without prejudice to the Company has given notice or any shareholder of the Piggyback Registration to InvestorsCompany. The Company may terminate, delay or withdraw a elect to terminate any Piggyback Registration prior to rights of the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 Employee Parties in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act IPO or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovedetermined by the Board of Directors in good faith (it being understood that the Board of Directors can exercise such termination right when the sale by Employee Parties could adversely affect an offering of Shares), provided, however, that, except as provided in Section 5.1(b) or 5.1(c) so long as the Cova▇▇ ▇▇▇ily Group owns 5% of the Shares then outstanding on a fully diluted basis (excluding Stock Options) from time to time the Company may not terminate (i) any Piggyback Registration rights of a member of the Cova▇▇ ▇▇▇ily Group at a time that Cova▇▇ ▇▇ not an employee, officer or director of the Company and (ii) any Piggyback Registration rights of the Cova▇▇ ▇▇▇ily Group (other than Cova▇▇) ▇▇ extent that Cova▇▇ ▇▇▇ not required to be disclosed as the beneficial owner of such Shares in the registration statement for the Piggyback Registration.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its equity securities under the Securities Act (other than a registration (i) pursuant to a Demand Registration Statement on Form S-8 (or and other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) than pursuant to a Registration Statement registration statement on Form S-4 (▇-▇, ▇▇▇▇ ▇-▇ or similar form that relates any successor forms thereto), or otherwise proposes to a transaction subject to Rule 145 offer any of its equity securities under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether an Underwritten Offering either for its own account or for the account of one or more stockholders of securityholders and the Company (other than is eligible to use a registration form for such offering that may be used for the Investors) registration of Registrable Securities (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Investor all Holders of Registrable Securities of its intention to effect such a registration (but in no event which notice shall be given not less than fifteen (15) days prior to the expected filing date of the Company’s registration statement; provided, however, that in the case of an Underwritten Offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the date of commencement of marketing efforts for such offering) and shall, subject to the provisions of Section 2(c) below, include in such Piggyback Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days prior after the receipt of the Company’s notice. Notwithstanding anything to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registrationcontrary contained herein, the Company may determine not to proceed with a registration which is the subject of such notice. A Piggyback Offering shall not be relieved considered a Demand Registration for purposes of its obligation this Agreement and the rights to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case Piggyback Offerings may be exercised an unlimited number of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveoccasions.

Right to Piggyback. Whenever At any time after the Registration Period Commencement Date, whenever the Company proposes to register any Equity Securities shares of its Common Stock or Common Stock held by any stockholders of the Company under the Securities Act (other than a registration (i) pursuant under Regulation A or relating to the Company’s employee benefit plans, exchange offers by the Company, or a Registration Statement merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investorsform) (a “Piggyback Registration”), the Company shall give each of the Shareholders prompt written notice to each Investor of its intention to effect such a registration thereof (but in no event not less than ten (10) business days prior to 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 applicable Registration Statement) andCommission, subject the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of a Shareholder given to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering the Secretary of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than within five (5) business days after of the date on receipt by such Shareholder of the Piggyback Notice requesting that the Company include in such registration Registrable Securities owned by such Shareholder (which written request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder and the intended method of distribution thereof), the Company shall include in such registration all Registrable Securities with respect to which the Company has given notice received such written requests for inclusion, in accordance with the terms hereof. Notwithstanding anything to the contrary contained herein, if Wellspring includes any of the Piggyback Registration its or its affiliates securities in any Public Offering (including a Qualified Initial Public Offering), HBK will be permitted to Investors. The Company may terminate, delay or withdraw include its securities in such Public Offering as a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above2.02.

Right to Piggyback. Whenever the Company proposes to register conduct a Public Offering of any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors class of the Company pursuant to any employee share plan Company’s Capital Stock solely for cash (whether or other employee benefit arrangement)not wholly a primary or secondary offering but except for a Demand Registration or Excluded Registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor GPL of its intention to effect such a registration Piggyback Registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable “Piggyback Registration Statement) and, subject to Sections 1.5(b), 1.5(cNotice”) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (xi) in the case of a determination Piggyback Registration pursuant to terminate or withdraw any registrationan Automatic Shelf Registration Statement, the Company such Piggyback Registration Notice shall be relieved given (A) not less than five (5) Business Days prior to the expected date of its obligation to register any Registrable Securities under this Section 1.5 commencement of marketing efforts for such Public Offering, or (B) three (3) Business Days in connection with such registration the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal,” and (yii) in the case of a determination to delay registrationany other Piggyback Registration, the Company such Piggyback Registration Notice shall be permitted to delay registering any Registrable Securities under this Section 1.5 for given (A) not less than five (5) Business Days after the same period as the delay in registering the other equity securities covered by public filing of such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), or (B) three (3) Business Days in the Investors shall be notified by the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal.” The Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”)shall, subject to the same limitations that are applicable to any other provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities beneficially owned by GPL on the date of the Piggyback Registration as set forth aboveNotice with respect to which the Company has received written requests for inclusion therein within (i) five (5) Business Days after the date of the Piggyback Registration Notice or (ii) three (3) Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal.”

Right to Piggyback. Whenever (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)register, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether either for its own account or for the account of one a security holder or more stockholders holders, any Common Units under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used may be used for the registration of Registrable Shares or (other than the Investorsii) to sell Common Units pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Investor the Manager of its the Company’s intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such the Company Registration Statement and in any offering of Equity Securities or Prospectus Supplement all Registrable Shares with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for which the account of such Investor, Manager has provided that the Company has received with a written request for inclusion therein from within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such Investor no later than five shares to which the Manager has provided the Company with a written request for inclusion therein within three (53) business days after the date on which Company’s notice. (b) Notwithstanding the foregoing, the Company has given notice shall not be required to notify the Manager or include Registrable Shares in any registration on (i) Form ▇-▇, ▇-▇ or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment program, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form (other than Form ▇-▇, ▇-▇ or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially the Piggyback same information as would be required to be included in a Company Registration Statement or Prospectus Supplement pursuant to Investors. Section 2 above. (c) The Company may terminateshall have the right to abandon, delay or terminate and/or withdraw a Piggyback any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such registration Company Registration Statement and/or any Prospectus Supplement at any time prior to the consummation of an offering pursuant thereto, whether or not the Manager has elected to include securities in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the such Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveProspectus Supplement.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities of its Class A Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders any holder of Class A Shares (which, as a point of clarity, includes the registration of Class A Shares under the Securities Act for an underwritten public synthetic offering by the Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the Investorsability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the issuance by the Company of Class A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor all applicable holders of Registrable Shares of its intention to effect such a registration and of such holders’ rights under this Section 4(a) (but the “Piggyback Notice”). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in no event less than ten such registration (10) days prior subject to the proposed date provisions of filing of the applicable Registration Statementthis Agreement) andall Registrable Shares requested to be registered pursuant to this Section 4(a), subject to Sections 1.5(b), 1.5(c4(b) and 2.14(c) below, shall include in such Registration Statement and in any offering of Equity Securities with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written requests for inclusion therein no later than 9:00 a.m., New York City time, on the business day immediately following the Piggyback Notice Delivery Time; it being understood that for purposes of this Section 4(a), the “Piggyback Notice Delivery Time” shall be deemed to be the date of delivery of the Piggyback Notice if it is delivered to holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time; provided that any such other holder may withdraw its request for inclusion therein from such Investor no later than five (5) business days after at any time prior to executing the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminateunderwriting agreement or, delay or withdraw a Piggyback Registration if none, prior to the effectiveness of such applicable registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovestatement becoming effective.

Right to Piggyback. Whenever Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the Company first anniversary of the Date of Issuance, Sykes proposes to register any Equity Securities file a Registration Statement under the Securities Act with respect to any offering that will close on or after May 15, 1999 (or, if earlier, on or after the date that Sykes publishes the 30-day combined financial results of Sykes and the Company), other than by the Holders, of securities of the same class as the Registrable Securities for its own account or on behalf of any of its security holders (other than a registration (i) pursuant to a Registration Statement registration on Form S-8 (or other registration solely relating to an offering S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)successor form, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates registration relating to a transaction subject to Rule 145 under the Securities Act Act, or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar registration of securities as it relates to an offering and sale to management of Sykes pursuant to any employee stock plan or (ivother employee benefit plan arrangement) pursuant to a registration in which the Company is offering to exchange its own securities for other securities)then, whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration as soon as practicable (but in no event less than ten twenty (1020) days prior to the proposed date of filing such Registration Statement), Sykes shall give written notice (including the proposed offering price or range of offering prices, the type and amount of securities proposed to be registered, proposed distribution arrangements and the name of the applicable Registration Statementmanaging underwriter) andof such proposed filing to the Holders, subject and such notice shall offer the Holders the opportunity to Sections 1.5(bregister such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to Section 2(d) hereof, 1.5(c) and 2.1, Sykes shall include in such Registration Statement all Registrable Securities requested within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders to be included in the registration for such offering pursuant to a Piggyback Registration), provided, however, that if, at any time after giving written notice of its intention to register securities of the same class as the Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, Sykes shall determine for any offering reason not to register or to delay registration of Equity the securities of the same class as the Registrable Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering registered for sale by such Investor for the account Sykes, Sykes may, at its election, give written notice of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior determination to the effectiveness of such registration at any time in its sole discretion Holder and, thereupon, (xi) in the case of a determination not to terminate or withdraw any registrationregister, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (yii) in the case of a determination to delay registrationregistering, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveSecurities.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 shares of Common Stock (or other registration solely relating to an offering securities convertible into or sale to employees or directors exercisable for shares of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iiiCommon Stock) in connection with any dividend or distribution reinvestment or similar plan or a Public Offering solely for cash (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account (a "Company Registration") or for the account of one or more stockholders of the Company any other Person (other than the InvestorsInvestors Group) possessing contractual demand registration rights (a “Piggyback "Shareholder Registration”")), other than pursuant to a Demand Registration or a Special Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall will give prompt written notice to each Investor the Investors Group of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(bSection 4.2(c), 1.5(c) and 2.1, shall will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request requests for inclusion therein from such Investor no later than five within fifteen (515) business days Business Days after the date of the Company's notice (a "Piggyback Registration") (it being understood and agreed that, for the avoidance of doubt, the Investors Group's election to include its Registrable Securities in such registration and/or sell its Registrable Securities in such related offering may be conditioned on which the pricing achieved in the contemplated registration or offering). Subject to the foregoing, the Investors Group may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company has given notice and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the planned effective date of the such Piggyback Registration to InvestorsRegistration. The Company may terminate, delay terminate or withdraw a Piggyback Registration any registration under this Section 4.2 prior to the effectiveness of such registration at any time registration, whether or not the Investors Group has elected to include Registrable Securities in its sole discretion andsuch registration, thereupon, (x) in and except for the case of a determination obligation to terminate or withdraw any registrationpay Registration Expenses pursuant to Section 4.5, the Company shall be relieved of its obligation will have no liability to register any Registrable Securities under this Section 1.5 the Investors Group in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 termination or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovewithdrawal.

Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders shareholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor (which notice shall be held in confidence by the Investor until the offering is publicly disclosed) of its intention to effect such a registration (but in no event less than ten (10) days Business Days prior to the proposed date of filing of the applicable Registration StatementStatement (or, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion)) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days Business Days (or, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion) after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. Whenever (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)register, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether either for its own account or for the account of one a security holder or more stockholders holders, any Common Units under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used may be used for the registration of Registrable Shares or (other than the Investorsii) to sell Common Units pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Investor the Manager of its the Company’s intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such the Company Registration Statement and in any offering of Equity Securities or Prospectus Supplement all Registrable Shares with respect to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for which the account of such Investor, Manager has provided that the Company has received with a written request for inclusion therein from within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such Investor no later than five shares to which the Manager has provided the Company with a written request for inclusion therein within three (53) business days after the date on which Company’s notice. (b) Notwithstanding the foregoing, the Company has given notice shall not be required to notify the Manager or include Registrable Shares in any registration on (i) Form S-▇, ▇-▇ or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment program, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form (other than Form S-▇, ▇-▇ or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially the Piggyback same information as would be required to be included in a Company Registration Statement or Prospectus Supplement pursuant to Investors. Section 2 above. (c) The Company may terminateshall have the right to abandon, delay or terminate and/or withdraw a Piggyback any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such registration Company Registration Statement and/or any Prospectus Supplement at any time prior to the consummation of an offering pursuant thereto, whether or not the Manager has elected to include securities in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the such Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveProspectus Supplement.

Right to Piggyback. Whenever prior to the Termination Date the Company proposes (i) to register any Equity Securities Shares under the Securities Act (other than on a registration (i) pursuant to a Registration Statement statement on Form S-8 (▇-▇, ▇-▇, ▇-▇ or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securitiesF-4), whether for its own account or for the account of one or more stockholders holders of Shares, and the Company form of registration statement to be used may be used for any registration of Registrable Shares or (other than ii) to sell Shares that have already been registered “off the Investors) shelf” by means of a prospectus supplement (a “Shelf Takedown”) (each a “Piggyback RegistrationEvent”), the Company shall give prompt written notice to each the Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and/or Shelf Takedown and, subject to Sections 1.5(b), 1.5(c3(b) and 2.13(c), shall include in such Registration Statement registration statement and in any offering of Equity Securities Shares to be made pursuant to such Registration Statement that number of registration statement and/or Shelf Takedown all Registrable Securities requested Shares with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request for inclusion therein from such the Investor no later than five within twenty (520) business days after the date on which the Company has given notice Investor’s receipt of the Piggyback Registration to InvestorsCompany’s notice (provided that only Registrable Shares of the same class or classes as the Shares being registered and/or taken-down may be included). The Company shall have no obligation to proceed with any Piggyback Event and may terminateabandon, delay or terminate and/or withdraw a Piggyback Registration such registration and/or Shelf Takedown for any reason at any time prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, pricing thereof. If the Company shall be relieved of its obligation proposes to register an offering of any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, Shares for cash by the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 or for the same period as account of any Person other than the delay Investor in registering the other equity securities covered by such registration. If a Piggyback Registration is effected an underwritten offering pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registration statement under the Securities Act (other than on a registration statement on Form ▇-▇, ▇-▇, ▇-▇ or any successor rule thereto (a “Piggyback Shelf Registration Statement”F-4), the Investors such offering shall be notified by the Company of and shall have the right, but not the obligation, to participate in any treated as a primary or secondary underwritten offering pursuant to such a Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveEvent.

Right to Piggyback. Whenever Commencing on January 1, 2001 and ending on January 1, 2003, each time during such period that the Company proposes to register any Equity Securities of its Common Stock under the Securities Act (other than a registration (i) for sale pursuant to a Registration Statement on Form S-8 an underwritten public offering for cash (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one the Company or more stockholders the account of any securityholder of the Company (other than under Section 2(b)) and the Investors) form of registration statement to be used permits the registration of Registrable Securities (a “Piggyback Registration”without limitation, Forms S-4 and S-8 and successor forms thereto shall be deemed not to permit such registration), the Company shall give prompt written notice to each Investor of its intention to effect such a registration Stockholder (but in no event which notice shall be given not less than ten (10) 30 days prior to the proposed effective date of filing the Company's registration statement), which notice shall offer each Stockholder the opportunity to include any or all of the applicable Registration Statement) andsuch Registrable Securities of such Stockholder in such registration statement, subject to Sections 1.5(bthe limitations contained in Section 2(c)(ii) (a "Piggyback Registration"). Each Stockholder that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares of Common Stock desired to be registered) within 20 days after the date of receipt of such notice from the Company. Any Stockholder shall have the right to withdraw such Stockholder's request for inclusion of such Stockholder's Registrable Securities in any registration statement pursuant to this Section 2(c) by giving written notice to the Company of such withdrawal not later than five days prior to the effective date of the Company's registration statement. Subject to Section 2(c)(ii) below, 1.5(c) and 2.1, the Company shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to registration statement all such Registration Statement that number of Registrable Securities so requested to be sold in such offering by such Investor for the account of such Investorincluded therein; provided, provided however, that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all the Common Stock originally proposed to be registered. Notwithstanding anything to the contrary set forth in its sole discretion andthis Agreement, thereupon, (x) no Stockholder may participate in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities registration under this Section 1.5 in connection with 2(c) unless, at the time thereof, (1) such registration and (y) in the case Stockholder owns at least 5% of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering outstanding shares of Common Stock or (2) certifies in writing to the Company that such Stockholder may be deemed to be made on a delayed or continuous basis pursuant to Rule 415 an affiliate of the Company under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth aboveAct.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (1), whenever the Company proposes to register any Equity Common Stock (or securities convertible into or exchangeable for, or options to acquire, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that S-8 or an S-3 registration statement which relates solely to a transaction subject to Rule 145 under the Securities Act dividend reinvestment plan or any successor rule thereto), (iiiemployee purchase plan) in connection with any dividend or distribution reinvestment or similar plan or a public sale for cash and the registration form to be used may be used for the registration of the Registrable Securities (ivas defined in subsection (h) pursuant to below) (a registration in which the Company is offering to exchange its own securities for other securities"Piggyback Registration "), whether or not for sale for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”)account, the Company shall will give prompt written notice to each Investor of the Institutional Investors (and any transferees of such Institutional Investors) and each of the holders of Shares listed on Exhibit I hereto (collectively, including the Institutional Investors, the "Significant Holders ") (including Dres▇▇▇, ▇▇ich, for purposes of this Section 4, shall include Dres▇▇▇, ▇▇s Related Parties and any transferees of Dres▇▇▇ ▇▇▇ his Related Parties), at least fifteen (15) days prior to the anticipated filing date, of its intention to effect such a registration registration, which notice will specify the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (but a)(2) below, include in no event less than such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days prior after delivery of the Company's notice. 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 proposed date of filing of the applicable public in a Piggyback Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number this Section 4 on the same terms and conditions as those applicable to the registration of Registrable Securities requested Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to by any other Piggyback Registration as set forth aboveperson selling under such registration.

Right to Piggyback. Whenever (a) At any time after the earlier of (x) the Initial Public Offering and (y) the date on which the Company has a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act, each time (i) the Company proposes to register any Equity of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company and including any registration statement pursuant to Rule 415 under the Securities Act (such as a "universal shelf' registration statement)), and the form of registration to be used permits the registration of Rcgistrable Shares or (ii) the Company or any other than a registration (i) person proposes to make an underwritten offering of such equity securities pursuant to a Registration Statement on Form S-8 (or other previously filed registration solely relating to an offering or sale to employees or directors of the Company statement pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 415 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (Registrable Shares held by a “Piggyback Registration”)Holder are included and have not previously been disposed of, the Company shall give prompt written notice to each Investor Holder of its intention to effect such a registration Registrable Shares (but in no event which notice shall be given not less than ten (10) 30 days prior to the proposed effective date of filing the Company's registration statement or the commencement of an offering in the applicable Registration Statement) and, subject case of an offering made under a registration statement pursuant to Sections 1.5(bRule 415 under the Securities Act that previously has become effective), 1.5(c) and 2.1, which notice shall include in offer each such Registration Statement and in any offering of Equity Securities Holder the opportunity to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate registration statement under clause (i) above, include any or withdraw any registration, the Company shall be relieved of its obligation to register any all Registrable Securities under this Section 1.5 Shares in connection with such registration and or, at the Company's option, in a separate registration statement filed concurrently therewith or (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an underwritten offering to be made on under a delayed registration statement that previously has been declared effective, include in such offering any or continuous basis all such Holder's Registrable Shares that are covered by such registration statement or another effective registration statement pursuant to Rule 415 under the Securities Act or any successor rule thereto which such offer and sale may be made (a “"Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”Registration"), subject to the same limitations that are applicable contained in Section 2.3.2 hereof, and, if the proposed registration or offering relates to any other an underwritten offering, shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Shares included in such Piggyback Registration as set forth aboveshall so advise the Company in writing (stating the number of Registrable Shares desired to be included and the intended method of disposition) within 20 days after receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Shares in any Piggyback Registration by giving written notice to the Company of such withdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than payment of registration and filing fees actually paid by the Company to the SEC prior to receipt of such written notice requesting withdrawal to the extent related to the Rcgistrable Shares to be withdrawn; provided, however, that such withdrawing Holder shall not be obligated to pay Registration Expenses if after the registration statement has first been filed with the SEC there has been any event, change or effect which, individually or in the aggregate, had had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company. Subject to Section 2.3.2 hereof, the Company shall include in such Piggyback Registration all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. (c) The rights under this Section 2.3.1 shall not apply to Common Registrable Shares in the event of a Common Demand Registration or a Common Demand Shelf Registration (or any takedown thereunder) or to Preference Registrable Shares in the event of a Preference Demand Shelf Registration (or any takedown thereunder).

Right to Piggyback. Whenever At any time after the Closing (as defined in Section 2(f) below), whenever the Company proposes to publicly sell in an underwritten offering (as defined in Section 1(s)) or register for sale any Equity Securities of its equity securities in an underwritten registration (as defined in Section 1(s)) pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Form S-4, or, in each case, pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule forms thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders securityholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each the Investor at least ten Business Days (or if such notice period is not practicable under the circumstances, the Company shall use reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances) prior to the initial filing of such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such a sale or registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c2(b) and 2.12(c) hereof, shall include in such Piggyback Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of all Registrable Securities requested of the same class of the securities that are being registered and that are the subject of the offering with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request from the Investor for inclusion therein from such Investor no later than within five Business Days (5as defined in Section 2(e) business days below) after the date on which of the Company’s notice (or such shorter period if the Company has given provides less than 6 Business Days notice of as described in the Piggyback Registration to Investorsparenthetical above). The Company may terminate, delay postpone or withdraw the filing or the effectiveness of a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion anddiscretion, thereupon, (x) in without prejudice to the case of Investor’s right to immediately request a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registrationDemand Registration hereunder. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, The Investor’s right to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject shall be conditioned on the Investor entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof. Notwithstanding anything to the same limitations that are applicable contrary contained herein, no 5% Spinoff ▇▇▇▇▇ Stockholder is entitled to any other Piggyback Registration as set forth aboverights under this Section 2.

Right to Piggyback. Whenever At any time after the Closing (as defined in Section 2(f) below), whenever the Company proposes to publicly sell in an underwritten offering (as defined in Section 1(s)) or register for sale any Equity Securities of its equity securities in an underwritten registration (as defined in Section 1(s)) pursuant to a registration statement (a ‘Piggyback Registration Statement”) under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Form S-4, or, in each case, pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule forms thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders securityholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each the Investor at least ten Business Days (or if such notice period is not practicable under the circumstances, the Company shall use reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances) prior to the initial filing of such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such a sale or registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c2(b) and 2.12(c) hereof, shall include in such Piggyback Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of all Registrable Securities requested of the same class of the securities that are being registered and that are the subject of the offering with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request from the Investor for inclusion therein from such Investor no later than within five Business Days (5as defined in Section 2(e) business days below) after the date on which of the Company’s notice (or such shorter period if the Company has given provides less than 6 Business Days notice of as described in the Piggyback Registration to Investorsparenthetical above). The Company may terminate, delay postpone or withdraw the filing or the effectiveness of a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion anddiscretion, thereupon, (x) in without prejudice to the case of Investor’s right to immediately request a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registrationDemand Registration hereunder. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, The Investor’s right to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject shall be conditioned on the Investor entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof. Notwithstanding anything to the same limitations that are applicable contrary contained herein, no 5% Spinoff ▇▇▇▇▇ Stockholder is entitled to any other Piggyback Registration as set forth aboverights under this Section 2.

Right to Piggyback. Whenever At any time after the date hereof, whenever the Company proposes to register any Equity Securities under the Securities Act shares of Company Common Stock (“Common Shares”) (other than a registration pursuant to (i) pursuant to a Registration Statement registrations on Form S-8 (or other any similar form(s) solely for registration solely relating to of securities in connection with an offering or sale to employees or directors of the Company pursuant to any employee share benefit plan or other employee benefit arrangement)dividend reinvestment plan, (ii) pursuant to a Registration Statement registrations on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)similar form(s) solely for registration of securities in connection with a business combination, (iii) in connection with any dividend or distribution reinvestment or similar plan a Mandatory Shelf Registration Statement, or (iv) a shelf registration statement filed for Vatera Healthcare Partners LLC pursuant to a registration 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 which the Company is offering to exchange its own securities for other securitiesPurchase Agreement)), whether for its own account or for the account of one or more stockholders securityholders of the Company (other than Company, and the Investors) (a “Piggyback Registration”)registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall will give prompt written notice to each Investor the Shareholder of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall will include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of registration all Registrable Securities requested with respect to be sold in such offering by such Investor for the account of such Investor, provided that which the Company has received a written request for inclusion therein from such Investor no later than five (5) business within 15 days after the date on which of the Company’s notice (a “Piggyback Registration”). Once the Shareholder has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company has given notice and the managing underwriter, if any, on or before the fifth (5th) day prior to the anticipated effective date of the such Piggyback Registration to InvestorsRegistration. The Company may terminate, delay terminate or withdraw a Piggyback Registration any registration initiated by it and covered by this Section 2 prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, 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 shall be relieved of its obligation will have no liability to register any Registrable Securities under this Section 1.5 the Shareholder in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 termination or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth abovewithdrawal.