Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Except with respect to the IPO and except to the extent provided in Section 5.01 with respect to Demand Registrations, and subject to the conditions set forth herein, whenever the Company at any time proposes to file a registration statement register under the Securities Act with respect any of its Equity Securities (other than a registration relating to an offering the Company’s employee benefit plans or management incentive plans, exchange offers by the Company, or a merger or acquisition of a business or assets by the Company, including a registration on Form S-4 or Form S-8 or any successor form) (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give all Shareholders holding Registrable Securities prompt written notice thereof (but not less than fifteen (15) Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) of such proposed filing to the Trust shall specify, at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include a minimum, the number of shares of New Common Stock securities proposed to be registered, the proposed date of filing of such registration statementstatement with the SEC, any the proposed means method of distribution, any the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed maximum minimum offering price as such price is proposed to appear on the facing page of such registration statementsecurities. Upon the written request of a Shareholder given within ten (10) Business Days of such Shareholder’s receipt of the Piggyback Notice (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, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b5.02(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration registration all Registrable Securities for with respect to which the Company has received such written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VIinclusion.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than (1) a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or (c) relating solely to a transaction under Rule 145 under the Securities Actany amendment or supplement thereto, or any prospectus thereunder, is filed), whether or not for its own accountaccount or for the account of one or more stockholders of the Company, on a and the registration form that would permit to be used may be used for any registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”), the Company shall give prompt (but in no event less than ten (10) Business Days before the anticipated filing date of such registration statement) written notice to the Holders of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to the Holders the opportunity to register a number of Registrable Securities as the Holders may request in writing within ten (10) Business Days after receipt of such written notice from the Company. The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(h2(c)(ii) and Section 4.4(b2(c)(iii), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration registration all Registrable Securities for with respect to which the Company has received written requests from the Trust request for inclusion therein within 10 ten (10) Business Days after delivery the receipt of the Company’s notice, as long as the electing Holders, collectively, reasonably expect aggregate gross proceeds in excess of twenty million dollars ($20,000,000.00) (or any lesser amount representing all of the Registrable Securities held by such electing Holders) (the “Minimum Amount”) from the sales of their Registrable Securities in such Piggyback Notice, subject to Section 5.2 and Section 7.2Registration. The Company’s obligations under this Section 5.1 are subject Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion upon reasonable notice to the provisions of Article VIHolders.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its equity securities under the Securities Act with respect (other than pursuant to a Demand Registration and other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), or otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for its own account or for the account of one or more securityholders and the Company is eligible to use a registration form for such offering that may be used for the registration of Registrable Securities (a “Piggyback RegistrationOffering”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount all Holders of Registrable Securities as of its intention to effect such a registration (which notice shall be given not less than fifteen (15) days prior to the Trust may specify on the same terms and conditions as the registration expected filing date of the Company’s or Other Stockholders’ securitiesregistration statement; provided, as however, that in the case may be (of an Underwritten Offering under a “Piggyback Shelf Registration”). The rights of the Trust under this Article V , such notice shall be given not less than seven (7) Business Days prior to the date of commencement of marketing efforts for such offering) and shall, subject to the provisions of Section 4.1(h2(c) and Section 4.4(b)below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Offering all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business five (5) Busines Days after delivery the receipt of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject notice. Notwithstanding anything to the provisions contrary contained herein, the Company may determine not to proceed with a registration which is the subject of Article VIsuch notice. A Piggyback Offering shall not be considered a Demand Registration for purposes of this Agreement and the rights to Piggyback Offerings may be exercised an unlimited number of occasions.

Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New of its Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject . Subject to Section 5.2, the Company shall use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 5 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust Holders with the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust Holders under this Article V shall be subject to the provisions provision of Section 4.1(h4.1(g) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Whenever the Company at proposes (other than pursuant to a Demand Request, a Shelf Registration Request or a Shelf Takedown Request) to register any time proposes to file a registration statement of its equity securities under the Securities Act with respect to an offering (a “Piggyback Registration”) whether for the Company’s own account or for the account of any New Common Stock (other Person) other than in connection with a registration statement (a) on Form S-8 relating either to the sale of securities to participants in a Company stock option, stock purchase or any successor form theretosimilar benefit plan or pursuant to a Commission Rule 145 transaction, (b) including, without limitation, on Form S-4 or any successor Form S-8, and the registration form thereto or (c) relating solely to a transaction under Rule 145 under be used may be used for 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights , the Company shall give prompt, written notice to all holders of Registrable Securities party hereto of its intention to effect such a registration, and such notice shall offer each such holder the Trust under this Article V shall be subject opportunity to register on the provisions same terms and conditions such number of Section 4.1(h) and Section 4.4(b), if applicablesuch holder’s Registrable Securities as such holder may request. The Company shall use its reasonable best efforts to include in such Piggyback Registration registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein by the Shareholders within 10 five (5) Business Days after delivery their receipt of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are notice (the “Piggyback Holders”), subject to the provisions of Article VISections 2.3 and 2.4. Such requests for inclusion shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof.

Right to Piggyback. If (i) the Shelf Registration Statement ceases to be effective at any time during the Required Period, (ii) there are Registrable Securities outstanding and (iii) the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. The Company shall, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust Holders with the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 5 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Subject to the terms and conditions hereof, whenever the Company at any time proposes to file a registration statement register any of its securities under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than a registration by the Company on a registration statement (a) on Form S-4 or a registration statement on Form S-8 or any successor form thereto, form) (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Act"Piggyback Registration"), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give the Stockholders prompt written notice thereof (but not less than ten Business Days prior to the “filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a "Piggyback Notice”") of such proposed filing to the Trust shall specify, at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include a minimum, the number of shares of New Common Stock securities proposed to be registered, the proposed date of filing of such registration statementstatement with the Commission, any the proposed means of distribution, any the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed maximum minimum offering price as such price is proposed to appear on the facing page of such registration statementsecurities. Upon the written request of a Stockholder (a "Piggyback Seller") (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Stockholder) given within ten days after such Piggyback Notice is sent to such Stockholder, the Company, subject to Section 5.2the terms and conditions of this Agreement, shall use its reasonable best efforts in order to provide the Trust with the opportunity to request to register cause all such amount of Registrable Securities as held by Stockholders with respect to which the Trust may specify Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include 's securities being sold in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VIRegistration.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its securities, or proposes to offer any INSW Common Stock in an underwritten offering registered under the Securities Act with respect other than pursuant to an offering Section 2(c) (a “Piggyback RegistrationOffering”) of any New Common Stock (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 or (c) 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 shall give prompt written notice to all 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 given not less than five (the “Piggyback Notice”5) of such proposed filing Business Days prior to the Trust at least 15 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 statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days before prior to the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(hSections 3(b) and Section 4.4(b)(c) below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Offering 100%, or such portion as permitted by Commission Guidance (provided that the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities for as permitted by Commission Guidance), of the Registrable Securities with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business Days five (5) days after delivery of sending the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject notice. Notwithstanding anything to the provisions contrary contained herein, the Company may determine not to proceed with any Piggyback Offering, provided that the Company must provide prompt written notice of Article VIsuch determination to the Holders requesting to include their Registrable Securities in such Piggyback Offering.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than (1) a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any similar successor form forms thereto or (c2) relating solely to a transaction under Rule 145 under universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Securities ActShelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether or not for its own accountaccount or for the account of one or more stockholders of the Company, on a and the registration form that would permit to be used may be used for any registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights , the Company shall give prompt (but in no event less than ten (10) days before the anticipated filing date of such registration statement) written notice to all Holders of Registrable Securities of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b)proposed managing underwriter, if applicableany, in such offering, and (B) offer to all Holders of Registrable Securities the opportunity to register the same of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice from the Company. The Company shall use its reasonable best efforts shall, subject to Sections 2(d)(ii) and 2(d)(iii), include in such Piggyback Registration registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 five (5) Business Days after delivery the receipt of the Piggyback Notice, subject to Section 5.2 and Section 7.2Company’s notice. The Company’s obligations under this Section 5.1 are subject Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion upon reasonable notice to the provisions of Article VIany participating Holders.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to an offering a Public Offering of any class of the Company’s Equity Securities (other than a Demand Registration or registrations on Form S-8 or Form S-4, a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (i) in the case of a Piggyback Registration that is a Shelf Takedown, such notice shall be given not less than (A) in the case of a “Piggyback Noticebought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) of such proposed filing Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the Trust at least 15 expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not less than five (5) Business Days before after the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of public filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”)Registration Statement. The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(h4(b) and Section 4.4(b)below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Registration, as applicable, all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 (x) in the case of a Bought Deal, two (2) Business Days Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, ten (10) Business Days, in each case after delivery the date of the Piggyback Notice, Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI4(b).

Right to Piggyback. If Whenever the Company at any time proposes to file effect a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand registration rights) to all Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c) hereof, shall include in such registration on the “Piggyback Notice”same terms as the Company and other Persons selling securities in connection with such registration all Registrable Common Stock with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of such proposed filing to the Trust at least 15 Business Days before the anticipated filing dateCompany’s notice. The Piggyback Notice Company’s notice shall include specify, at a minimum, the number of shares of New Common Stock equity securities proposed to be registered, the proposed date of filing of such registration statementstatement with the SEC, any the proposed means of distribution, any the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed maximum minimum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of any equity securities offered by the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such may postpone or withdraw the filing or the effectiveness of a Piggyback Registration all Registrable Securities for which initiated by the Company has received written requests from at any time in its sole discretion; provided that such postponement or withdrawal does not relieve the Trust for inclusion within 10 Business Days after delivery Company of the Piggyback Notice, subject its obligations to pay registration expenses pursuant to Section 5.2 and Section 7.25 of this Agreement. The CompanyEach Holder shall be permitted to withdraw all or part of such Holder’s obligations under this Section 5.1 are subject Registrable Common Stock from a Piggyback Registration at any time prior to the provisions effectiveness of Article VIsuch registration.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its equity securities under the Securities Act with respect (other than pursuant to a Demand Registration and other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto), or otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for its own account or for the account of one or more securityholders and the Company is eligible to use a registration form for such offering that may be used for the registration of Registrable Securities (a “Piggyback RegistrationOffering”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount all Holders of Registrable Securities as of its intention to effect such a registration (which notice shall be given not less than fifteen (15) days prior to the Trust may specify on the same terms and conditions as the registration expected filing date of the Company’s or Other Stockholders’ securitiesregistration statement; provided, as however, that in the case may be (of an Underwritten Offering under a “Piggyback Shelf Registration”). The rights of the Trust under this Article V , 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 4.1(h2(c) and Section 4.4(b)below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Offering all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business Days ten (10) days after delivery the receipt of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject notice. Notwithstanding anything to the provisions contrary contained herein, the Company may determine not to proceed with a registration which is the subject of Article VIsuch notice. A Piggyback Offering shall not be considered a Demand Registration for purposes of this Agreement and the rights to Piggyback Offerings may be exercised an unlimited number of occasions.

Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any of its New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust Holders with the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust Holders under this Article V Section 5.1 shall be subject to the provisions provision of Section 4.1(h4.1(g) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If the Company at any time proposes to file a any ------------------ registration statement under the Securities Act with respect to for purposes of an offering of securities of the Company (a “Piggyback Registration”including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) Registration Statements filed pursuant to Section 3 or Section 4 of any New Common Stock this Agreement or (other than a registration statement (aii) Registration Statements on Form S-8 (or any successor form thereto, (b) on Form S-4 or any successor form thereto with respect to corporate reorganizations or (c) relating solely to a transaction other transactions under Rule 145 under of the Securities Act) (a "Piggyback Registration"), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall ---------------------- will give prompt written notice to the Holder of its intention to effect such a registration (the “a "Piggyback Notice”') of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statementand, subject to Section 5.2the terms hereof, use its reasonable best efforts the ---------------- Company will include in order to provide the Trust such registration (and any related qualifications including compliance with the opportunity to request to register such amount of Blue Sky laws), and in any underwriting involved therein, all Registrable Securities as with respect to which the Trust may specify on Company has received a written request for inclusion therein within fifteen (15) days after the same terms and conditions as the registration date of delivery of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicableNotice. The Company shall use its reasonable best efforts to keep any such Registration Statement effective for up to sixty (60) days. If the Piggyback Registration is an underwritten offering on behalf of the Company, then (x) the Company shall so advise the Holder as part of the written notice given pursuant to Section 5(a) above and (y) the Company shall not be required to include any Registrable Securities in such Piggyback Registration all Registrable Securities for which offering unless the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery Holder enters into a customary form of the Piggyback Notice, subject to Section 5.2 underwriting agreement in form and Section 7.2. The Company’s obligations under this Section 5.1 are subject substance reasonably satisfactory to the provisions of Article VIunderwriters and the Company.

Right to Piggyback. If Whenever the Company at proposes (other than pursuant to a Demand Request, a Shelf Registration Request or a Shelf Takedown Request) to register any time proposes to file a registration statement of its equity securities under the Securities Act with respect to an offering (a “Piggyback Registration”) whether for the Company’s own account or for the account of any New Common Stock (other Person) other than in connection with a registration statement (a) on Form S-8 relating either to the sale of securities to participants in a Company stock option, stock purchase or any successor form theretosimilar benefit plan or pursuant to a Commission Rule 145 transaction, (b) including, without limitation, on Form S-4 or any successor Form S-8, and the registration form thereto or (c) relating solely to a transaction under Rule 145 under be used may be used for 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights , the Company shall give prompt, written notice to all holders of Registrable Securities party hereto of its intention to effect such a registration, and such notice shall offer each such holder the Trust under this Article V shall be subject opportunity to register on the provisions same terms and conditions such number of Section 4.1(h) and Section 4.4(b), if applicablesuch holder’s Registrable Securities as such holder may request. The Company shall use its reasonable best efforts to include in such Piggyback Registration registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein by the Shareholders within 10 five (5) Business Days after delivery their receipt of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are notice (the “Piggyback Holders”), subject to the provisions of Article VISections 3.7 and 3.8. Such requests for inclusion shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof.

Right to Piggyback. If Whenever the Company at any time proposes to file publicly sell in an underwritten offering or register for sale any of its equity securities in an underwritten registration pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than a registration statement (a) on Form S-8 or Form S-4, or, in each case, pursuant to any similar successor form forms thereto, (b) on Form S-4 or any successor form thereto or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be account (a “Piggyback Registration”). The rights of , the Trust under this Article V Company shall be subject give written notice to the provisions of Section 4.1(h) and Section 4.4(b)Holder at least 10 Business Days (or if such notice period is not practicable under the circumstances, if applicable. The the Company shall use its 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 sale or registration and, subject to Section 3(b) hereof, shall include in such Piggyback Registration Statement all Registrable Securities for Shares of the same class of the securities that are being registered and that are the subject of the offering with respect to which the Company has received a written requests request from the Trust Holder for inclusion therein within 10 five Business Days after delivery the date of the Company’s notice (or such shorter period if the Company provides less than 6 Business Days notice as described in the parenthetical above). The Company may postpone or withdraw the filing or the effectiveness of a Piggyback NoticeRegistration at any time in its sole discretion, without prejudice to the Holder’s right to immediately request a Demand Registration hereunder, subject to Section 5.2 and Section 7.22(c). The CompanyHolder’s obligations under this Section 5.1 are subject right to participate in any Piggyback Registration shall be conditioned on the provisions of Article VIHolder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof.

Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New of its Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to each Holder that beneficially owns 15% or more of the Trust Common Stock of the Company at least 15 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject . Subject to Section 5.2, the Company shall use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as each such Holder that beneficially owns 15% or more of the Trust Common Stock of the Company may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 5 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any of its securities, or proposes to offer any INSW Common Stock in an underwritten offering registered under the Securities Act with respect other than pursuant to an offering Section ‎2(c) (a “Piggyback RegistrationOffering”) of any New Common Stock (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 or (c) 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 shall give prompt written notice to all 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 given not less than five (the “Piggyback Notice”5) of such proposed filing Business Days prior to the Trust at least 15 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 statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days before prior to the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(hSections ‎3(b) and Section 4.4(b)‎(c) below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Offering 100%, or such portion as permitted by Commission Guidance (provided that the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities for as permitted by Commission Guidance), of the Registrable Securities with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business Days five (5) days after delivery of sending the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject notice. Notwithstanding anything to the provisions contrary contained herein, the Company may determine not to proceed with any Piggyback Offering, provided that the Company must provide prompt written notice of Article VIsuch determination to the Holders requesting to include their Registrable Securities in such Piggyback Offering.

Right to Piggyback. If and whenever the Company at any time proposes to file a registration statement register any Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) with the Commission under the Securities Act in connection with respect to an the public offering (a “Piggyback Registration”) of any New Common Stock (such securities solely for cash, other than (i) a registration relating solely to employee benefit plans, (ii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto covering the sale of the Registrable Securities or (ciii) a registration relating solely to a transaction under Rule 145 under transaction, and the registration form to be used may be used for the registration of the Registrable Securities Act(a "Piggyback Registration"), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall (A) will give prompt written notice (the “"Piggyback Notice”") to all Holders owning 5% or more of such proposed filing the Registrable Securities (the "Piggyback Holders") no later than the later of (1) forty-five (45) days prior to the Trust at least 15 Business Days before the anticipated filing date. The , or (2) promptly following its decision to file, of its intention to effect such a registration, which Piggyback Notice shall include will specify the proposed offering price (or reasonable range thereof), the kind and number of shares of New Common Stock securities proposed to be registered, the proposed date of filing of distribution arrangements and such registration statementother information that at the time would be appropriate to include in such notice, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement(B) will, subject to Section 5.22.2(b) below, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business Days twenty (20) days after delivery the date of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations Company may at any time abandon or suspend a registration under this Section 5.1 are subject to 2.2 or defer any registration of its securities under the provisions of Article VIcircumstances specified in subsection 2.1(a)(vi).

Right to Piggyback. If Subject to the Company terms of this Agreement, the Cooperation Agreement and the Sun Wise RRA, at any time following the date hereof, provided, that Hill Path has not submitted any nominations for the election of directors at the Company’s 2018 Annual Meeting of Stockholders in accordance with the Company’s advance notice period as set forth in the Company’s Second Amended and Restated Bylaws, whenever the Company proposes to file a registration statement register the issuance or sale of any of its Common Stock under the Securities Act with respect for its own account or otherwise, and the registration form to an offering be used may be used for the registration of the resale of Registrable Securities (each, a “Piggyback Registration”) of any New Common Stock (other than a registration statement (a) except for the registrations on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or thereto) (c) relating solely to a transaction under Rule 145 under the Securities Act“Piggyback Registration Statement”), whether or not for its own accountthe Company will give written notice, on a form that would permit registration of Registrable Securities for sale at least five (5) days prior to the public under the Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means to Hill Path of distribution, any proposed managing underwriter its intention to effect such a registration and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, will use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration registration all Registrable Securities for (in accordance with the priorities set forth in Section 3.2, Section 3.3 and Section 3.4 below) with respect to which the Company has received written requests from the Trust for inclusion specifying the number of Registrable Securities desired to be registered by the Hill Path Entities, which request shall be delivered within 10 Business Days two (2) days after the delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2Company’s notice. The Company’s obligations under this Section 5.1 are subject to Company may postpone or withdraw the provisions filing or the effectiveness of Article VIa Piggyback Registration Statement at any time in its sole discretion.

Right to Piggyback. If the Company at any time proposes to file a Registration Statement in connection with a public offering of any of its securities and the registration statement under form to be used may be used for the registration of Registrable Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any comparable successor form or form substituting therefor, or filed in connection with respect to any exchange offer or an offering of securities solely to the Company’s existing equity holders) (a “Piggyback RegistrationRegistration Statement”) of any New Common Stock (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 or (c) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for sale for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then each such time the Company shall give prompt written notice of a proposed offering (the a “Piggyback Notice”) of such proposed filing to the Trust Holders of its intention to effect such a registration at least 15 Business Days before twenty (20) days prior to the anticipated filing datedate of such Piggyback Registration Statement. The Piggyback Notice shall include offer the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with Holders the opportunity to request to register include in such Piggyback Registration Statement such amount of Registrable Securities as the Trust they may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be request (a “Piggyback Registration”). The rights of the Trust under this Article V shall be Company will, subject to the provisions limitations set forth in Sections 3.3 and 3.4 of Section 4.1(h) and Section 4.4(b)this Agreement, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities for with respect to which the Company has received a written requests from the Trust request for inclusion therein within 10 Business Days fifteen (15) days after delivery receipt of the Piggyback NoticeNotice (five (5) days if the Company gives telephonic notice to all registered Holders, subject with written confirmation to Section 5.2 and Section 7.2follow promptly thereafter). The Company’s obligations under this Section 5.1 are subject Notwithstanding the above, the Company may determine, at any time, not to the provisions of Article VIproceed with such Piggyback Registration Statement.

Right to Piggyback. If Subject to Section 4.1(b), if the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. The Company shall, subject to Section 5.2, use its commercially reasonable best efforts in order to provide the Trust Holders with the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its commercially reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement register any Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act with respect of 1933, as amended (the "Securities Act") and the registration form to an offering be used may be used for the registration of the "Registrable Securities," as defined in Section 5.9 hereof (a “"Piggyback Registration”"), the Company (i) will give written notice to all Stockholders who hold Registrable Securities (collectively, "Holders") and each holder of any New Common Stock (other an option to purchase Registrable Securities, no later than a registration statement the later of (a) on Form S-8 45 days prior to the anticipated filing date or any successor form thereto, (b) on Form S-4 promptly following its decision to file, of its intention to effect such a registration, which notice will specify the proposed offering price (or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Actreasonable range thereof), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the kind and number of shares of New Common Stock securities proposed to be registered, the proposed date of filing of distribution arrangements and such registration statementother information that at the time would be appropriate to include in such notice, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement(ii) will, subject to Section 5.25.1.2 below, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 Business Days 20 days after delivery the date of the Piggyback NoticeCompany's notice. Notwithstanding the foregoing, subject to Section 5.2 and Section 7.2. The Company’s obligations under the rights provided in this Section 5.1 are subject shall not apply to the provisions Qualified Initial Public Offering as long as no Stockholder is allowed to sell any Common Stock in such Qualified Initial Public Offering. The Company shall reasonably cooperate with the holders of Article VIoptions to purchase Registrable Securities in connection with such holders' desire, if any, to exercise such options contemporaneously with the sale of the underlying Registrable Securities.

Right to Piggyback. If Subject to the Transfer Restrictions, if at any time, and from time to time, the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock class of equity securities (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 or (c) 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 ActAct (a “Piggyback Registration”), then the Company shall will give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust Holders at least 15 five (5) Business Days before the anticipated filing date. The Piggyback Notice shall Such notice will include the number and class of shares of New Common Stock equity securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distributiondistribution of such equity securities, any proposed managing underwriter of such equity securities and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statementequity securities, subject to Section 5.2, use its reasonable best efforts in order to provide and will offer the Trust with Holders the opportunity to request to register such amount of Registrable Securities as the Trust each Holder may specify request on the same terms and conditions as the registration of the Company’s or Other StockholdersHolders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicablebe. The Company shall use its reasonable best efforts to will include in such each Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 five (5) Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.23.2. The Company’s obligations under Notwithstanding anything to the contrary in this Article III, the Company will not be required to effect any Piggyback Registration or to take any action pursuant to this Section 5.1 are subject 3.1 if any such actions would be contrary to the provisions of Article VITransfer Restrictions.

Right to Piggyback. If Subject to the terms and conditions hereof, whenever the Company at any time proposes to file a registration statement register any of its equity securities under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than a registration by the Company on a registration statement (a) on Form S-4 or a registration statement on Form S-8 or any successor form forms thereto, ) (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Act"Piggyback Registration"), whether or not for its own accountaccount or for the account of others, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give the Stockholders prompt written notice thereof (but not less than ten business days prior to the “filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a "Piggyback Notice”") of such proposed filing to the Trust shall specify, at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include a minimum, the number of shares of New Common Stock equity securities proposed to be registered, the proposed date of filing of such registration statementstatement with the Commission, any the proposed means of distribution, any the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed maximum minimum offering price as of such price is proposed to appear equity securities. Upon the written request of any Persons that on the facing page date of the Piggyback Notice constitute a Stockholder (a "Piggyback Seller") (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such registration statementPiggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to Section 5.2the terms and conditions of this Agreement, shall use its reasonable best efforts in order to provide the Trust with the opportunity to request to register cause all such amount of Registrable Securities as held by Piggyback Sellers with respect to which the Trust may specify Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include 's equity securities being sold in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VIRegistration.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2(b), if the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New 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 (ai) on Form S-8 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (bii) on Form S-4 filed in connection with an exchange offer or any successor form thereto employee benefit or dividend reinvestment plan, (ciii) relating solely to a transaction under Rule 145 under the Securities Actoffer and sale of debt securities or (iv) in connection with any dividend or distribution reinvestment or similar plan), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such filing no later than twenty (20) days prior to the filing date (the “"Piggyback Notice”") to all of such proposed filing to the Trust at least 15 Business Days before the anticipated filing dateholders of Registrable Securities. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of offer such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with holders the opportunity to request include (or cause to register be included) in such amount registration statement the number of Registrable Securities as the Trust each such holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be request (a “"Piggyback Registration”"). The rights of the Trust under this Article V shall be subject Subject to the provisions of Section 4.1(h) and Section 4.4(b2(c)(ii), if applicable. The the Company shall use its reasonable best efforts to include in each such Piggyback Registration all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein (each a "Piggyback Request") within 10 Business Days ten (10) days after delivery notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Notice, subject Registration beyond the earlier to Section 5.2 occur of (x) one hundred eighty (180) days after the effective date thereof and Section 7.2. The Company’s obligations under this Section 5.1 are subject to (y) consummation of the provisions distribution by the holders of Article VIthe Registrable Securities included in such Registration Statement.

Right to Piggyback. If the Company at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (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 or (c) relating solely to a transaction under Rule 145 under the Securities Act)class of equity securities, whether or not for its own account, including a Shelf Registration Statement (other than a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any applicable successor forms thereto or filed solely in connection with an offering made solely to then-existing stockholders or employees of the Company or a form that would permit transaction to which Rule 145 of the Securities Act is applicable or any registration of Registrable Securities for sale statements related to the public under issuance or resale of securities issued in such a transaction or a registration in which the Securities Actonly Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) or pursuant to a Demand Registration, then the Company shall will give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust each Qualifying Holder at least 15 Business Days fifteen (15) days (or, in the case of a “bought deal”, 24 hours) before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement. Notwithstanding any other provision of this Agreement, any proposed means a Piggyback Notice may be sent by email or fax and will be deemed to have been received at the time of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with transmission. Such notice will offer each Qualifying Holder the opportunity to request to register such amount of Registrable Securities as the Trust such Qualifying Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be request (a “Piggyback Registration”). The rights of Subject to Section 7.4.2, the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such the Piggyback Registration all Registrable Securities for such securities with respect to which the Company has received written requests from the Trust for such inclusion within 10 Business Days twenty (20) days (or, in the case of a “bought deal”, 24 hours) after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to an offering (a “Piggyback Registration”) Public Offering of any New the Common Stock (other than a registration statement (a) on Form S-8 Demand Registration, Underwritten Shelf Takedown, Excluded Registration or any successor form theretoan at-the-market offering, (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Act“Piggyback Registration”), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration that is a Shelf Takedown, such proposed filing notice shall be given not less than (A) in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the Trust at least 15 expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not less than five Business Days before after the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of public filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”)Registration Statement. The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(h4(b) and Section 4.4(b)below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Registration, as applicable, all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 three Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to Registration Notice (one Business Day in the provisions case of Article VIa Bought Deal).

Right to Piggyback. If Whenever the Company at any time proposes to file a registration statement Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to an offering a Public Offering of any class of the Company’s Capital Stock (other than a Demand Registration or registrations on Form S-8 or Form S-4, a “Piggyback Registration”) of any New Common Stock (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 or (c) 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 shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (i) in the case of a Piggyback Registration that is a Shelf Takedown, such notice shall be given not less than (A) in the case of a “Piggyback Noticebought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) of such proposed filing Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the Trust at least 15 expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not less than five (5) Business Days before after the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of public filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”)Registration Statement. The rights of the Trust under this Article V shall be Company shall, subject to the provisions of Section 4.1(h4(b) and Section 4.4(b)below, if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration Registration, as applicable, all Registrable Securities for with respect to which the Company has received written requests from the Trust for inclusion therein within 10 (x) in the case of a Bought Deal, two (2) Business Days Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, ten (10) Business Days, in each case after delivery the date of the Piggyback Notice, Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI4(b).