On or after the First Lockup Termination Date, if the Company at any time proposes to file a registration statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 2.01 or Section 2.02 , it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02 or the right of the Holders to request that their Registrable Securities be included in any Registration under Section 2.01 or Section 2.02 or otherwise limit the applicability thereof, (ii) any Special Registration, (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “ Company Public Sale ”), then, (A) as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to WP, and such notice shall offer WP the opportunity to Register under such Registration Statement such number of Registrable Securities as WP may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B), as soon as practicable after the expiration of such ten (10)–day period (but in no event less than eight (8) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice (a “ Piggyback Company Notice ”) of such proposed filing to the Holders (other than WP), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within five (5) days of delivery of such written notice by the Company up to such Holder’s Pro Rata Share of Registrable Securities.  Subject to Section 2.03(b) , the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “ Piggyback Registration ”); provided that if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement, and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of WP to request that such Registration be effected as a Demand Registration under Section 2.01 , and (2) in the case of a determination to delay Registering, in the absence of a request for a Demand Registration pursuant to Section 2.01 , shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration.  If any offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Participating Holders as a part of the written notice given pursuant this Section 2.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) may, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) .  If any offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) may, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) .  Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration by written notice to the Company at any time prior to the date of the preliminary prospectus.