Common use of Demand Registration Clause in Contracts

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (ia) At any time on or after the two-year period for which the Shelf Registration Any investors demanding registration pursuant to this Article II are sometimes referred to in paragraph this Agreement as the “Demand Investors” and the registration requested by Demand Investors pursuant to this Article II is sometimes referred to in this Agreement as a “Demand Registration”. The management of the Company shall have the power to appoint investment banking and legal advisors to assist the Company with the actions required of it under this Article II, such investment banking and legal advisors to be reasonably acceptable to the Demand Investors. The Company shall not be required to effect any Demand Registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a“Short-Form Registrations”). (b) Commencing on that date that is six (6) months after the date hereof, subject to the terms and conditions of this Section 3 is terminatedAgreement, any holder upon written notice delivered by the GEI Parties holding an aggregate number of Registrable Securities holding equal to more than twenty-five percent (25%) of the number of shares of Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by the GEI Parties on the date of such holders of Registrable Securitiesnotice (a “GEI Demand”) may give written notice to requesting that the Company effect the registration (xa “GEI Demand Registration”) under the Securities Act of their intention to transfer any or all or part of the Registrable Securities held by them or obtained by conversion the GEI Parties, which GEI Demand shall specify the number of Notes held by them and (y) requesting the registration of said such Registrable Securities (a "Demand Registration"), to be registered and thereuponthe intended method or methods of disposition of such Registrable Securities, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide promptly give written notice of such GEI Demand to all holders of Registrable Securities Persons who may have not so requested registration, piggyback registration rights with respect to such GEI Demand Registration and allow such holders the opportunity to participate in such registration, and (B) shall use its best efforts to effect the registration of all such Registrable Securities under the Securities ActAct and applicable state securities laws of: (x) the Registrable Securities which the Company has been so requested to register by such Persons in the GEI Demand, such Registration Statement and (y) all other Registrable Securities which the Company has been requested to become effective not later than three months from register by the date Holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request under this paragraph shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (c)(i). Such Registration Statement shall remain effective until the first to occur in accordance with such intended methods of (Adisposition) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECto be so registered. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i) At any time on or after the two-year period for which earlier of one hundred and eighty (180) days following the Shelf Registration referred to in paragraph completion of a Public Sale or five (a5) years after the Effective Time, upon the written request by Stockholders owning or holding, alone or with their Affiliates, more than fifty percent (50%) of the issued and outstanding Preferred Stock (including for purposes of this Section 3 is terminatedcalculation any issued and outstanding shares of Common Stock issued upon conversion of shares of Preferred Stock), any holder of Registrable Securities holding Registrable Securities which represent such Stockholders shall, in all events, include Mitsui and Kirin, respectively, so long as Mitsui or Kirin, as applicable, owns at least fifty percent (50% %) of the aggregate number of all shares of Preferred Stock (including for purposes of this calculation any issued and outstanding shares of Common Stock issued upon conversion of shares of Preferred Stock) owned by them, respectively, as of the Registrable Securities Effective Time (assuming conversion subject to proportionate adjustment in the case of all of the Notes held by any stock split, reverse stock split, recapitalization, reclassification stock dividend or other distribution with respect to such holders of Registrable Securities) may give written notice to shares), requesting that the Company (x) effect a public offering under the Securities Act of their intention to transfer all or part of the Registrable Securities held by them such Stockholders and specifying the intended method or obtained by conversion methods of Notes held by them and (y) requesting the registration disposition of said such Registrable Securities (a "Demand Registration"), and thereuponSecurities, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide will promptly give written notice of such requested registration to all holders of Registrable Securities who have not so requested registration, Stockholders and allow such holders the opportunity to participate in such registration, and (B) will use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, as expeditiously as is reasonable, of: (i) the Registrable Securities that the Company has been so requested to register by such Registration Statement Stockholders, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities that the Company has been requested to become effective not later than three months from register by other Stockholders by written request delivered to the date Company within 30 days after the receipt of such request under this paragraph written notice delivered by the Company; all to the extent required to permit the disposition (c)(i). Such Registration Statement shall remain effective until in accordance with the first to occur of (Aintended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior so to be registered. Anything herein to the effectiveness of the Registration Statement referred to in Section 3(a)(i)contrary notwithstanding, the holders of Registrable Securities holding Company shall not be obligated to consummate more than two (2) registrations pursuant to this Section 2(a); provided, that in the aggregate a majority each case at least eighty percent (80%) of the Registrable Securities subject requested to such registrationbe registered are registered and sold to the public. In connection with any underwritten offering with respect to which Stockholders shall have requested registration pursuant to this Section 2(a), the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity right to again request select the lead managing underwriter (being an underwriting firm of national standing) with respect to such offering, such underwriter to be reasonably acceptable to the Stockholders requesting the registration. Should the Stockholders requesting the registration pursuant to Section 3(a)(i) upon reimbursement so elect, they may select an underwriting firm of national standing which is reasonably acceptable to the Company of all of the Company's outto act as co-of-pocket expenses incurred in connection with the preparation lead manager of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)offering.

Demand Registration. (i) At any time on or after During the two-year period for which Demand Registration Period, the Shelf Registration referred to in paragraph (a) Holders of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the 200,000 Registrable Securities (assuming conversion adjusted for any stock split, stock dividend, reverse stock split or similar change in the Common Stock after the date of all of this Agreement) shall have the Notes held option and right, exercisable by such holders of Registrable Securities) may give delivering a written notice to the Company (xa “Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement on Form S-1 (or any equivalent or successor form under the Securities Act) (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form) registering the offering and sale of their intention at least 200,000 Registrable Securities (adjusted for any stock split, stock dividend, reverse stock split or similar change in the Common Stock after the date of this Agreement) on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to transfer Rule 415 pursuant to a Shelf Registration Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holders anticipate will be included in such Holder Demand Registration and the intended methods of disposition thereof. (ii) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all or part Holders (other than the Initiating Holders) and, within thirty (30) days thereof, shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities held by them or obtained by conversion of Notes held by them and that such Holders shall in writing request to be included in the Demand Registration (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, provided such request is given to the Company shall on no more than one occasion, within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii) and includes such information regarding the requesting Holder as expeditiously as possible, (A) provide written notice is required to all holders of Registrable Securities who have not so requested registration, and allow be disclosed in connection with such holders the opportunity Demand Registration pursuant to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities Regulation S-K promulgated under the Securities Act, ). The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall and remain effective under the Securities Act until the first to occur earlier of (A) the sale of all of the Registrable Securities registered under such one hundred eighty (180) days (or one (1) year if a Shelf Registration Statement is requested) after the Effective Date or (B) the date one year following the date on which all Registrable Securities covered by such Registration Statement was declared effective by have been sold or cease to be Registrable Securities (the SEC“Demand Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iiiii) IfSubject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) more than two (2) Demand Registrations during the Demand Registration Period, (B) more than one (1) Demand Registration in a calendar year, (C) a Demand Registration within one hundred eighty (180)) days of the closing of any Underwritten Offering, or (D) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of such Registrable Securities on the terms and conditions specified in such Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (iv) Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Stockholder to the effect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders’ request for such registration; provided, however, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act if available to the Company. If at any time a Registration Statement referred is effective and a Selling Stockholder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3(a)(i3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the holders Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of Registrable Securities holding such states as the Selling Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required in any jurisdiction where, as a result thereof, the aggregate Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a majority of broker or dealer, and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration, Demand Registration on the Company shall promptly withdraw Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Selling Stockholders to enable the Selling Stockholders to consummate a public sale of such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)the intended timing and method or methods of distribution thereof.

Demand Registration. (ia) At any time and from time to time on or after the two-year period for which date that is not less than 180 days after the Shelf Registration referred to in paragraph Effective Date, upon the written request (aa “Demand Notice”) of this Section 3 is terminated, any holder of Registrable the Required Investors requesting that the Company effect the registration under the Securities holding Registrable Securities which represent at least 50% of the aggregate Act of all or a portion of the Registrable Securities of such Investors (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"“Requesting Investors”), and thereupon, the Company shall on no more than one occasionpromptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 10 Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration to the other Investors and to the holders of Other Registrable Securities and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of (Ai) provide written notice to all holders of Registrable Securities who for which the Requesting Investors have not so requested registrationregistration under this Section 2(a), (ii) subject to the restrictions of Sections 2(e) and allow 3(d), all other Registrable Securities that any other Investors (all such holders Investors, the opportunity “Registering Investors”) request the Company to participate in such registrationregister pursuant to Section 3(a) by request received by the Company within 5 Business Days after the Company gives notice of the Demand Registration, and (Biii) use its best efforts subject to effect the registration restrictions of Sections 2(e) and 3(d), all Other Registrable Securities that any holders of Other Registrable Securities (all such Registrable Securities under holders, the Securities Act“Other Registering Holders”) request the Company to register pursuant to Section 3(a) by request received by the Company within 5 Business Days after the Company gives notice of the Demand Registration, such Registration Statement all to become effective not later than three months from the date extent necessary to permit the disposition (in accordance with the intended method of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (Adisposition thereof as aforesaid) the sale of all of the Registrable Securities registered under to be so registered, provided that, the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration by the Requesting Investors equals or exceeds $15,000,000. Each such Demand Notice will specify the number of Registrable Securities proposed to be offered for sale in aggregate and by each Requesting Investor and will also specify the intended method of distribution thereof. (b) If a Demand Registration involves an Underwritten Offering the Required Investors shall select the lead Underwriter and any additional Underwriters in connection with such offering. (c) Notwithstanding the foregoing provisions of this Section 2, the Investors may not request a Demand Offering during a period commencing upon the filing (or earlier, but not more than 30 days prior to such filing upon notice by the Company to the Investors that it so intends to file) of a Registration Statement for Common Stock by the Company (for its own account or for any other security holder) and ending (i) 90 days after such Registration Statement is declared effective by the SEC (or automatically becomes effective), (ii) upon the withdrawal of such Registration Statement or (Biii) 30 days after such notice if no such Registration Statement has been filed within such 30-day period, whichever occurs first; provided that the foregoing limitation shall not apply if the Investors were not given reasonable opportunity, in violation of Section 3, to include their Registrable Securities in the Demand Registration Statement. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (d) The Requesting Investors are permitted to rescind a Demand Registration at any time. So long as the Investors theretofore participating in such rescinded Demand Registration reimburse the Company for all expenses (including reasonable fees and disbursements of counsel) incurred by the Company in connection with such rescinded Demand Registration, a rescinded Demand Registration will not count as a Demand Registration for purposes of determining when future Demand Registrations can be requested by the Required Investors pursuant to this Section 2 and any Registration Statement related to such rescinded Demand Registration shall not affect when another Demand Registration may be requested by the Required Investors pursuant to the terms of this Agreement. (e) If a Demand Registration involves an Underwritten Offering and any of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of Registrable Securities and Other Registrable Securities requested to be included in the registration exceeds the number or dollar amount of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size”), the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Investors allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Investors on the basis of the relative number of Registrable Securities so requested to be included in such registration by each Registering Investor; (ii) second, all Other Registrable Securities requested to be included in such registration by any Other Registering Holder, pro rata among such Other Registering Holders on the basis of the relative number of Other Registrable Securities so requested to be included in such registration by each Other Registering Holder; and (iii) third, any securities proposed to be registered by the Company or for the account of any other third party. All persons whose securities are included in the Demand Registration must sell their securities on the same terms and conditions as apply to the securities being sold by Requesting Investors. (f) Upon notice to the Requesting Investors, the Company may postpone effecting a registration pursuant to this Section 2 on up to two occasions during any period of 12 consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate, if the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) A Demand Offering and related Registration Statement will not count as a Demand Offering for purposes of determining when future Demand Offerings can be requested by the Required Investors pursuant to this Section 2 if (i) the date one year following Registration Statement relating to such Demand Offering does not become effective within 90 calendar days after the date such Registration Statement was declared effective is filed with the SEC (other than by the SEC. reason of any Required Investor having refused to proceed or a misrepresentation or an omission by any Required Investor) or (ii) If, at the conditions to closing specified in any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred underwriting agreement or purchase agreement entered into in connection with such Demand Offering are not satisfied as a result of a default or breach thereunder by the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Company.

Demand Registration. (i) At any time and from time to time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) date of this Section 3 is terminatedAgreement, any holder of Registrable Securities holding Registrable Securities which represent at least 50% ▇▇▇▇▇▇, on behalf of the aggregate of all of ▇▇▇▇▇▇ Shareholders, may request in writing (“Request”) that New Mylan register under the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer Act all or part of the Registrable Securities held that are Beneficially Owned by them the ▇▇▇▇▇▇ Shareholders or obtained by conversion of Notes held by them and their Affiliates (ya) requesting the registration of said on a Registration Statement on Form S-3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such or otherwise designating an existing Shelf Registration Statement with the SEC to become effective not later than three months from cover the date of such request under this paragraph Registrable Securities) (c)(ia “Shelf Registration”). Such Registration Statement shall remain effective until Any such Request may involve (i) a registered offering by the first ▇▇▇▇▇▇ Shareholders of ▇▇▇▇▇▇ securities that entitle the holders thereof to occur of (A) the sale of receive all or a portion of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective Beneficially Owned by the SEC. ▇▇▇▇▇▇ Shareholders (or the cash value thereof) or (ii) Ifa Hedging Arrangement in which the counterparty to one or more ▇▇▇▇▇▇ Shareholders uses the Shelf Registration Statement to effect short sales of Registrable Securities; provided that the consent of New Mylan shall be required in connection with any Request pursuant to clause (ii) above, such consent not to be unreasonably withheld, delayed or conditioned. ▇▇▇▇▇▇ shall be entitled to make no more than seven (7) Requests, and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at any time least $200,000,000. Any requested registrations by ▇▇▇▇▇▇ prior to the effectiveness date of this Agreement pursuant to Section 7.24(b) of the Business Transfer Agreement shall be deemed to be Demand Registrations or Shelf Registrations, as applicable, under this Agreement, including being taken into account in determining the foregoing permitted number of Requests, and each of the ▇▇▇▇▇▇ Shareholders and New Mylan shall have all rights and obligations under this Agreement with respect to such registrations as if such registrations had been requested under this Agreement. New Mylan shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Registration Statement referred pursuant to any other Demand Registration. Each Request pursuant to this Section 6.1 shall be in Section 3(a)(i), writing and shall specify the holders number of Registrable Securities holding in requested to be registered and the aggregate a majority intended method of the Registrable Securities subject to distribution of such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminatedIf the Company shall receive a written request by the CSH Shareholders (any such requesting Person, any holder of Registrable a "Selling Shareholder") that the Company effect the registration under the Securities holding Registrable Securities which represent at least 50% of the aggregate Act of all or a portion of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Selling Shareholder's Registrable Securities) may , and specifying the intended method of disposition thereof, then the Company shall promptly give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the such requested registration of said Registrable Securities (a "Demand Registration")) to the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, the ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇▇▇▇ Shareholders, and thereupon, the Company shall on no more than one occasionthereupon will use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities ActAct of: (i) the Registrable Securities which the Company has been so requested to register by the Selling Shareholders, then held by the Selling Shareholders; and (ii) all other Registrable Securities of the same type as that to which the request by the Selling Shareholders relates which any ▇▇▇▇▇▇▇▇▇▇▇ Shareholder, any ▇▇▇▇▇ Shareholder or any Servidio Shareholder (all such Registration Statement Shareholders, together with the Selling Shareholders, the "Holders") has requested the Company to become effective not later than three months from register by written request received by the date Company within 10 days (one of which shall be a Business Day) after the receipt by such Holders of such request under this paragraph written notice given by the Company, all to the extent necessary to permit the disposition (c)(i). Such Registration Statement shall remain effective until in accordance with the first to occur of (Aintended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect more than five Demand Registrations for the CSH Shareholders; and provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Common Stock requested to be included in such Demand Registration, in the reasonable opinion of CSH exercised in good faith, equals or exceeds $7,500,000. In no event will the Company be required to effect more than one Demand Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECwithin any four-month period. (iib) IfPromptly after the expiration of the 10-day period referred to in Section 5.01(a)(ii) hereof, the Company will notify all the Holders to be included in the Demand Registration of the other Holders and the number of Registrable Securities requested to be included therein. The Selling Shareholders requesting a registration under Section 5.01(a) may, at any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, revoke such request, without liability to any of the other Holders, by providing a written notice to the Company revoking such request, in which case such request, so revoked, shall promptly withdraw be considered a Demand Registration unless such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% revocation arose out of the aggregate fault of the Company or unless the participating Shareholders reimburse the Company for all costs incurred by the Company in connection with such registration, in which case such request shall not be considered a Demand Registration. (c) The Company will pay all Registration Expenses in connection with any Demand Registration. (d) A registration requested pursuant to this Section 5.01 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) all of the Registrable Securities registered thereunder have been sold; provided that if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court such registration will be deemed not to have been effected. (assuming conversion e) If a Demand Registration involves an Underwritten Public Offering and the managing underwriter shall advise the Company and the Selling Shareholders that, in its view, (i) the number of shares of Registrable Securities requested to be included in such registration (including any securities which the Company proposes to be included which are not Registrable Securities) or (ii) the inclusion of some or all of the Notes held by such holders shares of Registrable SecuritiesSecurities owned by the Holders, in any such case, exceeds the largest number of shares which can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the "Maximum Offering Size"), the Company will include in such registration, in the priority listed below, up to the Maximum Offering Size: (A) shall have first, all Registrable Securities requested to be registered by the opportunity parties requesting such Demand Registration and all Registrable Securities requested to again request be included in such registration by any other Holder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities so requested to be included in such registration); and (B) second, any securities proposed to be registered by the Company. (f) Upon written notice to each Selling Shareholder, the Company may postpone effecting a registration pursuant to this Section 3(a)(i5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (1) upon reimbursement to an investment banking firm of recognized national standing shall advise the Company and the Selling Shareholders in writing that effecting the registration would materially and adversely affect an offering of all securities of such Company the preparation of which had then been commenced or (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes, in its reasonable judgment, would not be in the best interests of the Company's out. (g) After the Company has effected one Demand Registration by the CSH Shareholders pursuant to this Section 5.01 of Common Stock, the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, upon request of the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders owning a majority of the Shares acquired by the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders on the Closing Date may request that the Company register Common Stock which are Registrable Securities then owned by such ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. In no event will the Company be required to effect more than two such Demand Registrations by the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. The other provisions of this Article 5 applicable to Demand Registrations requested by the CSH Shareholders shall apply, mutatis mutandis, to any such Demand Registration by the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. (h) If any registration requested pursuant to this Section 5.01 which is proposed by the Company to be effected by the filing of a registration statement on form S-3 (or any successor or similar short-of-pocket expenses incurred form registration statement) shall be in connection with an Underwritten Public Offering, and if the preparation managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such withdrawn Registration Statementproposed offering, and, upon then such reimbursement, the Company registration shall comply with any be effected on such request in accordance with Section 3(a)(i)other form.

Demand Registration. In addition to the registration obligations of the Company set forth in Section 2.2 herein, the following provisions shall apply: (a) Subject to Section 2.3(i), upon the written request of the Majority Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Designated Holders’ Registrable Securities and specifying the intended method of disposition thereof (the “Demand Notice”), the Company will promptly give written notice of such requested registration to all Designated Holders, and thereupon the Company will use its reasonable best efforts to file with the SEC as soon as reasonably practicable following the Demand Notice (but in no event later than the date that is 90 days after the Demand Notice) a Registration Statement. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC within 90 days after the initial filing of the Registration Statement. The Company shall include in such Registration Statement: (i) At any time on or the Registrable Securities which the Company has been so requested to be registered by such Designated Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the two-year period for giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Shelf Registration referred Company or Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company may elect to register in paragraph (a) of this Section 3 is terminated, any holder connection with the offering of Registrable Securities holding Registrable Securities which represent at least 50% of pursuant to this Section 2.3; all to the aggregate of all extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities (assuming conversion and the additional shares of all Common Stock, if any, so to be registered; provided, that, the provisions of this Section 2.3 shall not require the Notes held by such holders Company to effect more than two registrations of Registrable Securities. (b) may give written notice Notwithstanding anything to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponcontrary contained in this Agreement, the Company shall on no more than one occasionnot be required to effect a registration pursuant to this Section 2.3 within 180 days following the effective date of a registration statement filed by the Company in accordance with Sections 2.2, as expeditiously as possible, (A) provide written notice to all holders 2.3 or 2.4 for the account of another Designated Holder of Registrable Securities who have not so requested registration, and allow such holders if the Designated Holders were afforded the opportunity to participate include the Registrable Securities in such registration, and . (Bc) use its best efforts The registrations under this Section 2.3 shall be on an appropriate Registration Statement that permits the disposition of such Registrable Securities in accordance with the intended methods of distribution specified by the Majority Holders in their request for registration. The Company agrees to include in any such Registration Statement all information which Designated Holders of Registrable Securities being registered shall reasonably request to effect the registration. (d) A registration requested pursuant to this Section 2.3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has become effective; provided, that a Registration Statement which does not become effective after the Company has filed a Registration Statement with respect thereto solely by reason of all such the refusal to proceed of the Majority Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) or because of a breach of this Agreement by any Designated Holder shall be deemed to have been effected by the Company at the request of the Majority Holders unless the Designated Holders electing to have Registrable Securities under the Securities Act, registered pursuant to such Registration Statement shall have elected to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of pay all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective fees and expenses otherwise payable by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to Company in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to connection with such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i2.8, (ii) upon reimbursement if, after it has become effective, such registration is withdrawn by the Company (other than at the request of the Majority Holders) or interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason prior to the Company expiration of all of a 180 day period following such Registration Statement’s effectiveness, or (iii) if the Company's out-of-pocket expenses incurred conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than due solely to some act or omission by the preparation of Designated Holders electing to have Registrable Securities registered pursuant to such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) In addition to the rights provided in Section 2.1, the Majority Holders shall have the right to request in writing that the Company register all or part of this Section 3 is terminated, any holder such Holders’ Registrable Securities that are not then registered by an effective Registration Statement (a “Request”) (which Request shall specify the amount of Registrable Securities holding Registrable intended to be disposed of by such Holders and the intended method of disposition thereof) by filing a Registration Statement with the SEC pursuant to Rule 415 under the Securities which represent at least 50% of Act on Form S-3 under the aggregate Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling shareholders (not underwriters) of all or such portion of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securitiesa “Demand Registration”); provided, however, that (A) may give written notice to if the Company (x) of their intention is not eligible to transfer all or part of register the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting on Form S-3 under the registration of said Registrable Securities (a "Demand Registration"), and thereuponAct, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice be obligated to all holders of register the Registrable Securities who have upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities that are not so requested registration, and allow such holders the opportunity to participate in such registrationregistered under an effective Registration Statement, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election; provided, that (i) there shall not be more than one such request during each of the Company’s fiscal quarterly periods and (ii) the Registrable Securities to be registered must include at least 1,000,000 Common Shares, or, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000, calculated in accordance with Rule 457(c) under the Securities Act on the business day preceding such Request. (b) As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities and Pari Passu Holders of Pari Passu Securities. Subject to Section 2.2(c), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities and Pari Passu Securities intended to be disposed of by any other Holder or Pari Passu Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its best efforts to effect cause to be filed with the SEC a Demand Registration Statement providing for the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all Act of the Registrable Securities and the Pari Passu Securities which the Company has been so requested to register by all such Holders and Pari Passu Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered under in accordance with the intended methods of disposition thereof specified in such Request or further requests if so requested. The Company shall use its best efforts to have such Demand Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). The registration rights granted pursuant to the effectiveness provisions of this Section 2.2 shall be in addition to the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration rights granted pursuant to the other provisions of this Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)2.

Demand Registration. (a) At any time, one or more Stockholders (each a “Requesting Stockholder”) shall be entitled to make a written request of the Corporation (a “Demand”) for registration under the Securities Act of an amount of Registrable Securities that, in the aggregate taking into account all of the Requesting Stockholders, equals or is greater than the Registrable Amount (based on the number of Registrable Securities outstanding on the date such Demand is made) (a “Demand Registration”) and thereupon the Corporation will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration as promptly as practicable under the Securities Act of: (i) At any time on or after the two-year period for Registrable Securities which the Shelf Registration referred Corporation has been so requested to register by the Requesting Stockholders for disposition in paragraph accordance with the intended method of disposition stated in such Demand; (aii) all other Registrable Securities which the Corporation has been requested to register pursuant to Section 5.1(b); and (iii) all equity securities of this Section 3 is terminated, the Corporation which the Corporation may elect to register in connection with any holder offering of Registrable Securities holding pursuant to this Section 5.1, but subject to Section 5.1(h); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Shares, if any, to be so registered. (b) Each Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five (5) business days after receipt of a Demand, the Corporation shall give written notice of such Demand to all other Stockholders. Subject to Section 5.1(h), the Corporation shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which represent the Corporation has received a written request for inclusion therein within ten (10) days after the Corporation’s notice required by this Section 5.1(b) has been given. Such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b). (c) Each of the Stockholders shall be entitled to an unlimited number of Demand Registrations. (d) Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Corporation, or (iii) Form S-3ASR if the Corporation is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting Stockholders holding a majority of the Registrable Securities included in the applicable Demand Registration. (e) The Corporation shall not be obligated to (i) maintain the effectiveness of a registration statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than 90 days or (ii) effect any Demand Registration (A) within six (6) months of the effective date of a registration statement with respect to a “firm commitment” Underwritten Offering in which all Piggyback Sellers were given “piggyback” rights pursuant to Section 5.2 (subject to Section 5.1(f)) and at least 50% of the aggregate number of all Registrable Securities requested by such Piggyback Sellers to be included in such Demand Registration were included, (B) within four (4) months of the Registrable Securities effective date of a registration statement with respect to any other Demand Registration or (assuming conversion of all C) if, in the Corporation’s reasonable judgment, it is not feasible for the Corporation to proceed with the Demand Registration because of the Notes held by unavailability of audited or other required financial statements, provided that the Corporation shall use its commercially reasonable efforts to obtain such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponfinancial statements as promptly as practicable. In addition, the Company Corporation shall on no more than one occasion, as expeditiously as possible, be entitled to postpone (A) provide upon written notice to all holders Stockholders) the filing or the effectiveness of Registrable Securities who have not so requested registration, a registration statement for any Demand Registration (but no more than twice in any period of twelve (12) consecutive months and allow such holders in no event for more than an aggregate of one-hundred twenty (120) days in any three-hundred sixty-five (365) consecutive day period) if the opportunity to participate Board determines in such registration, and (B) use its best efforts to effect reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of all such Registrable Securities under material, non-public information that the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECCorporation has a bona fide business purpose for preserving as confidential. (iif) If, at The Corporation shall not include any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of securities other than Registrable Securities holding in a Demand Registration, except for any Common Shares held by any Other Professional Holder, any securities held by any stockholders who acquire Common Shares after the aggregate date hereof and whom the Corporation gives pari passu rights, or with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities subject to included in such registrationDemand Registration. If, in connection with a Demand Registration, the Company shall promptly withdraw lead bookrunning underwriters (or, if such Demand Registration Statement prior is not an Underwritten Offering, a nationally recognized independent investment bank selected by the Corporation and reasonably acceptable to its effectiveness. Any holders Stockholders holding a majority of the Registrable Securities holding Registrable Securities which represent at least 50% of included in such Demand Registration, and whose fees and expenses shall be borne solely by the aggregate Corporation) advise the Corporation, in writing, that, in their reasonable opinion, the inclusion of all of the Registrable Securities (assuming conversion of all securities, including securities of the Notes held by such holders of Corporation that are not Registrable Securities) shall have the opportunity , sought to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred be registered in connection with such Demand Registration would adversely affect the preparation marketability of the Registrable Securities sought to be sold pursuant thereto, then the Corporation shall include in such registration statement only such securities as the Corporation is reasonably advised by such underwriters or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Common Shares requested to be included in such Demand Registration by any Stockholders and any Other Professional Holders, which, in the opinion of the underwriter or investment bank can be sold without adversely affecting the marketability of the offering, pro rata among such Persons based upon the number of Common Shares deemed to be owned by such Persons and their respective Group; (ii) second, securities the Corporation proposes to sell; and (iii) third, all other equity securities of the Corporation duly requested to be included in such registration statement, pro rata on the basis of the amount of such withdrawn other securities requested to be included or such other method determined by the Corporation. (g) Any time that a Demand Registration Statement, and, upon such reimbursementinvolves an Underwritten Offering, the Company Corporation shall comply (i) select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such Registrable Securities, and (ii) enter into an underwriting agreement that is reasonably acceptable to the Stockholders holding a majority of the Registrable Securities requested to be included in the Demand Registration and the Corporation, with such agreement containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Corporation contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. (h) In connection with any Underwritten Offering under this Section 5.1, the Corporation shall not be required to include the Registrable Securities of a Stockholder in the Underwritten Offering unless such request Stockholder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by the Corporation, in accordance with Section 3(a)(i)the terms hereof.

Demand Registration. (a) Subject to the provisions of Section 5.2(d) and Section 5.2(e), if at any time after the earlier of four years after the Initial Closing (as defined in the Series E Stock Purchase Agreement) or 180 days after the date the Company first consummates a Public Offering on Form S-1 or Form SB-2, or any successor forms, the Company shall receive a written request therefor from the record holder or holders of an aggregate of more than 33% of the Registrable Securities (the “Initiating Holders”), the Company shall prepare and file a registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request, provided that such Registrable Securities have an anticipated net aggregate offering price in excess of five million dollars ($5,000,000), and shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 5.2(a), the Company shall promptly give written notice to all other record holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request within thirty (30) days after the date of the Company’s written notice to them. If (i) At any time on or after the two-year period holders of a majority of the Registrable Securities for which the Shelf Registration referred registration has been requested pursuant to in paragraph (a) of this Section 3 is terminated, any holder 5.2(a) and the holders of a majority of the shares of Registrable Securities holding held by the Initiating Holders determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (ii) such registration statement, if theretofore filed with the Commission, is withdrawn and (iii) the holders of the Registrable Securities which represent subject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is withdrawn at least 50% the initiative of the aggregate Company, then the holders of the Registrable Securities shall not be deemed to have exercised one of their two demand registration rights pursuant to this Section 5.2(a); provided, however, that the holders of Registrable Securities requesting registration shall not be required to reimburse the Company for the Registration Expenses incurred by it in connection with a registration withdrawn at the request of such holders, and the Company shall not be deemed to have prepared, filed or caused to be effective the registration within the meaning of Section 5.2(c), if the holders requesting withdrawal of the registration do so in good faith because of material adverse information regarding the Company of which they became aware after requesting registration. (b) At the request of the holders of a majority of the Registrable Securities to be registered, the method of disposition of all Registrable Securities included in a registration under Section 5.2(a) shall be an underwritten offering. The managing underwriter of any such offering shall be selected by the holders of a majority of the Registrable Securities for which registration has been requested and shall be reasonably acceptable to the Company. If in the good faith judgment of the managing underwriter of the Public Offering, the inclusion of all of the Registrable Securities the registration of which has been requested would interfere with their successful marketing, the number of Registrable Securities to be included in the offering shall be reduced, pro rata, among the requesting holders thereof in proportion to the number of Registrable Securities included in their respective requests for registration. Neither the Company nor any holder of securities (assuming conversion of all of the Notes held by such holders of other than Registrable Securities) may give written notice to of the Company shall have the right to include any securities in a registration statement to be filed as part of a demand registration pursuant to this Section 5.2(a) or Section 5.4 unless (xi) such securities are of their intention the same class as the Registrable Securities to transfer all be included in the registration (or part another class of securities to be sold by the Company for its own account), (ii) the holders of a majority of the Registrable Securities held by them or obtained by conversion of Notes held by them to be registered consent to such inclusion in writing, (iii) if such registration is an underwritten offering, the Company and such other holders agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold pursuant to the request for registration and (yiv) requesting the inclusion of such securities will not, in the judgment of any managing underwriter of the Offering, interfere with the successful marketing of the Registrable Securities. (c) The Company shall be obligated to prepare, file and cause to be effective only two registration statements pursuant to Section 5.2(a). (d) Notwithstanding the foregoing, the Company may delay initiating the preparation and filing of any registration statement requested pursuant to Section 5.2(a) for a period not to exceed one hundred twenty (120) days if (i) in the good faith judgment of the Company’s Board of Directors effecting the registration would substantially interfere with any material transaction being considered at the time of said receipt of the request from the Initiating Holders or (ii) a request for registration is received during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration as to which holders of Registrable Securities may include Registrable Securities pursuant to Section 5.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided further that such right under subsection (i) to delay a "Demand Registration"request shall be exercised by the Company not more than once in any 12-month period. (e) Notwithstanding anything to the contrary contained herein, and without limitation as to the rights of the Company to include in a demand registration securities for sale for its own account as provided in Section 5.2(a), and thereuponat any time within thirty (30) days after receiving a demand for registration, the Company may elect to effect an underwritten primary registration in lieu of the requested registration. If the Company so elects, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide give prompt written notice to all holders of Registrable Securities who have not so requested registration, of its intention to effect such a registration and allow shall afford such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to rights contained in Section 3(a)(i)5.3 with respect to “piggyback” registrations. In such event, the holders demand for registration shall be deemed to have been withdrawn without reducing the number of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to demand registrations remaining available under Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i5.2(c).

Demand Registration. (ia) At any time on or after the two-year period date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1). Subject to Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Shelf Registration referred to in paragraph (a) Company is eligible as shall be selected by the Requesting Stockholders whose shares represent a majority of this Section 3 is terminated, any holder of the Registrable Securities holding Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which represent all Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided that at least 50% of the aggregate number of all of the Registrable Securities (assuming conversion of all of the Notes held requested by such holders Stockholders to be included in such Demand Registration were included) or (B) within one month of Registrable Securities) may give any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company (x) has a bona fide business purpose for preserving as confidential. In the event of their intention to transfer all or part a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by them or obtained by conversion of Notes held by them and (ythe Requesting Stockholder(s) requesting shall have the registration of said Registrable Securities (a "right to withdraw such Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECaccordance with Section 4.4. (iif) If, at The Company shall not include any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of securities other than Registrable Securities holding in a Demand Registration, except with the aggregate written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities subject to included in such registrationDemand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (assuming conversion i) first, up to the number of all Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the Notes underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such holders Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company. (g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected (i) by FIG LLC, for so long as a majority of the outstanding Common Stock of the Company is owned by the Initial Stockholder, its Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the Stockholder participating in such Demand Registration that holds (together with its Permitted Transferees) a number of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company Securities included in such Demand Registration constituting a plurality of all of the Company's out-of-pocket expenses incurred Registrable Securities included in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Demand Registration.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if at any time after March 14, 2012 the Company shall receive a written request from a Holder or group of Holders that the Company register under the Securities Act Shares with an aggregate value (based on the SC Trading Average) of at least $1.0 million as of the date of such request (a “Demanding Holder”) then the Company shall, subject to the limitations of this Section 2.1, effect, as promptly as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holder requests to be registered. Any such requested registration shall hereinafter be referred to as a “Demand Registration” and any such registration statement filed with the SEC shall be referred to as a “Demand Registration Statement.” (b) If a demanding Holder so elects, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. Such demanding Holder shall have the right to select the managing underwriter or underwriters to administer the offering; provided such managing underwriter or underwriters shall be reasonably acceptable to the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) At after the Company has effected five (5) registrations pursuant to this Section 2.1, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2.4(a) of this Agreement; (ii) with respect to a registration of Registrable Securities during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (90) days after the closing date of, a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering; (iii) during any Scheduled Black-out Period; (iv) if the Company has notified the Holder that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time or (v) if the filing or initial effectiveness of a Demand Registration Statement at any time on would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, in which events described above in clauses (ii), (iv) and (v), the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Holder; provided that such right to delay a request shall be exercised by the Company for not more than two periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. (d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than five Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the two-year period date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (e) If the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration advise the Board of Directors of the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for which the Shelf securities offered, the securities to be included in such Demand Registration shall be: (i) first, up to 100% of the Registrable Securities that the demanding Holder proposes (or Holders propose) to include in the Demand Registration; (ii) second, and only if all the securities referred to in paragraph clause (ai) of this Section 3 is terminatedhave been included, any holder the number of Registrable Securities holding that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities which represent at least 50% then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the aggregate managing underwriter or underwriters can be sold without having such adverse effect. (g) Any registration pursuant to this Section 2.1 may be required by the demanding Holders to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) any successor form or other appropriate form under the Securities Act (a “Shelf Registration Statement”) relating to any or all of the Registrable Securities (assuming conversion of all of in accordance with the Notes held by such holders of Registrable Securities) may give written notice to methods and distribution set forth in the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them Shelf Registration Statement and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities Rule 415 under the Securities Act, such . The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement to become remain effective, including by filing extensions of the Shelf Registration Statement, until the termination of the period contemplated in Section 2.6. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective not later than three months from under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of which all of the Registrable Securities registered under such have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time but in no event prior to the effectiveness of the Registration Statement applicable period referred to in Section 3(a)(i)4(3) of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6. (h) If the continued use of such Shelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the holders Company may, upon giving at least ten days’ prior written notice of Registrable Securities holding such action to the Holders, suspend all Holders’ ability to use the Shelf Registration Statement (a “Shelf Suspension”); provided that the Company shall not be permitted to exercise a Shelf Suspension for more than two periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. In the case of a majority Shelf Suspension, the Holders agree to suspend use of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred applicable prospectus in connection with the preparation of such withdrawn Registration Statementany sale or purchase of, andor offer to sell or purchase, Registrable Securities, upon such reimbursement, receipt of the notice referred to above. The Company shall comply with immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such request in accordance with Section 3(a)(i)numbers of copies of the prospectus as so amended or supplemented as the Holders may reasonably request.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminatedIf the Company fails to complete the Subsequent Offering (as defined in the Note) by October 31, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give 2006, then upon written notice to (a “Demand”) from a Holder or Holders requesting that the Company (x) effect the registration under the Securities Act of their intention to transfer any or all or part of the Registrable Securities held by them such Holder or obtained by conversion Holders, which notice shall specify the intended method or methods of Notes held by them and disposition of such Registrable Securities, the Company shall, within ten (y10) requesting days after receiving the Holder’s or Holders’ Demand, give written notice (the “Request Notice”) of such registration request to all other Holders. The Request Notice shall offer to each such Holder the opportunity to include in such registration statement such number of said Registrable Securities as each such Holder may request within ten (a "Demand Registration")10) days after the date of the Request Notice, subject to the limitations of this Section 2 and thereuponthe other provisions of this Agreement. As promptly as possible after such ten (10) day period, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts Best Efforts to effect effect, in the manner set forth in Section 4 hereof, the registration under the Securities Act of all such Registrable Securities under for disposition in accordance with the Securities Actintended method or methods of disposition stated in the Holder’s or Holders’ request, provided that: (i) while a registration request is pending pursuant to this Section 2(a), the Company, with the prior approval of a majority of the Company’s Board of Directors, may delay commencing to effect such Registration Statement to become effective not later than three months from the date registration until 60 days after receipt of notice of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until if the first Board of Directors determines, in good faith, that the filing of a registration statement at the time of such request would be materially detrimental to occur of (A) the sale of all Company such that such filing would have a material adverse effect upon the ability of the Registrable Securities registered under such Registration Statement Company to consummate a material acquisition or other comparable extraordinary transaction, provided that the Company shall not be permitted to delay a requested registration in reliance on this clause (Bi) the date one year following the date such Registration Statement was declared effective by the SEC.more than once in any twelve (12) month period; and (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior not be obligated to its effectiveness. Any holders file a registration statement relating to a registration request pursuant to this Section 2(a) within a period of Registrable Securities holding Registrable Securities which represent at least 50% two (2) months after the effective date of any other registration statement of the aggregate of all of Company demanded pursuant to this Section 2(a). (b) In the Registrable Securities (assuming conversion of all of event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, the Notes held by such holders of Registrable SecuritiesHolder initiating the demand pursuant to Section 2(a) shall have the opportunity right to again request registration pursuant to Section 3(a)(i) upon reimbursement designate an underwriter as the sole lead managing underwriter of such underwritten offering, subject to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company ’s consent which shall comply with any such request in accordance with Section 3(a)(i)not be unreasonably withheld.

Demand Registration. (ia) At any time during the period beginning on the expiration of the transfer restrictions set forth in Section 4.6 of the Investment Agreement, Flowers may request on not more than three (3) occasions that Enstar register the Registration Shares under the Securities Act for public sale (the "Demand Rights"). Any such Demand Rights request must be in writing signed by Flowers and must designate the specific number of Registration Shares proposed to be sold by Flowers in such public offering and the proposed plan of distribution for the Registration Shares. (b) Notwithstanding anything to the contrary set forth in this Section 3, Enstar shall have no obligation hereunder to: (i) register Registration Shares if such registration involves 500,000 or after fewer Registration Shares or (ii) maintain the two-year period for which the Shelf Registration referred effectiveness of any registration statement filed pursuant to in paragraph (a) of this Section 3 for a period of time exceeding the Distribution Period (as defined in Section 5(g) below). (c) Enstar shall be entitled in its sole discretion to delay the filing of the registration statement covering such Registration Shares for a period of up to 90 days from the date of receipt of the request for Demand Rights if its Board of Directors determines in good faith that such a delay is terminatedin the best interests of Enstar and its shareholders; provided that Enstar shall not have the right to exercise such discretion to delay such filing more than once in any 365-day period. (d) Notwithstanding anything to the contrary set forth in this Section 3, any holder if Flowers exercises a Demand Right and subsequently informs Enstar in writing that (i) he desires to withdraw such registration or (ii) he is unable to sell in excess of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held Registration Shares covered by such holders registration statement due to a deterioration in market conditions or other bona fide reason, and Flowers reimburses Enstar for all Registration Expenses incurred by Enstar in connection with such terminated registration, then Flowers shall be deemed not to have exercised the Demand Right under this Agreement and shall be permitted to exercise such right again in accordance with the terms of Registrable Securities) may give written notice to the Company (xSection 3(a) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECAgreement. (iie) IfIf a registration effected pursuant to this Section 3 involves a firm commitment underwritten public offering, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) Flowers shall have the opportunity sole right to again request registration pursuant to Section 3(a)(i) upon reimbursement select the managing underwriters, subject to the Company approval of all of the Company's out-of-pocket expenses incurred in connection with the preparation of Enstar (such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(iapproval not be unreasonably withheld or delayed).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) The Company shall give prompt notice to each Shareholder (so long as such Shareholder is an Eligible Shareholder) of this Section 3 is terminatedeach Window Period, which notice shall specify the Maximum Share Number. If at any holder of Registrable Securities holding Registrable Securities which represent time during a Window Period or at least 50% any time following the fifth anniversary of the aggregate Closing Date, the Company shall receive a request from the Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the Other Shareholders. The Company shall use its commercially reasonable efforts to effect, subject to the provisions of Section 2.01(f), the registration under the Securities Act of the Registrable Securities (assuming conversion of for which the Requesting Shareholders have requested registration under this Section 2.01 and all other Registrable Securities of the Notes held same class as those requested to be registered by the Requesting Shareholders that any Other Shareholders with rights to request registration under Section 2.02 (all such holders Other Shareholders, together with the Requesting Shareholders, the “Registering Shareholders”) have requested the Company to register by request received by the Company within five (5) Business Days after such Other Shareholders receive the Company’s notice of Registrable Securities) may give written notice the Demand Registration, all to the Company extent necessary to permit the disposition (xin accordance with the intended methods thereof as aforesaid) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and so to be registered, provided that, (yi) requesting the registration of said Registrable Securities (a "Demand Registration"subject to Section 2.01(d), and thereupon, the Company shall on no not be obligated to effect more than one occasion, as expeditiously as possible, two Demand Registrations in any twelve-month period, (Aii) provide written notice the Company shall not be obligated to all holders effect a Demand Registration unless the aggregate number of shares of the Registrable Securities requested to be included in such Demand Registration equals or exceeds 5% of the Common Shares outstanding at the time the request for the Demand Registration is made, (iii) the Company shall not be obligated to include in such registration a number of Registrable Securities of the Shareholder which exceeds such Shareholder’s Pro Rata Portion (unless any Other Shareholder who have is an Eligible Shareholder shall choose not so requested registration, and allow such holders the opportunity to participate in such registrationregistration up to the full amount of such Other Shareholder’s Pro Rata Portion, and in which case each Registering Shareholder may choose to increase the number of Registrable Securities to be included in such registration by his or her Pro Rata Portion of the Shortfall subject to the provisions of Section 2.01(e)), (Biv) use its best efforts the Company shall not be required to effect the registration of all such Registrable Securities in excess of the Maximum Share Number (the limitations in clauses (ii), (iii) and (iv) of this Section 2.01(a), collectively, the “Public Offering Limitations”), (v) in no event shall the Company be required to effect a Demand Registration from any Requesting Shareholder unless such Requesting Shareholder at the time the request is made (x) continues to be actively engaged in the businesses of the Firm (in the reasonable judgment of the Underwritten Offering Committee), (y) has suffered a termination of employment by the Firm resulting from a disability or (z) is a Permitted Transferee (a Shareholder who fulfills the criteria in clauses (x)-(z) of this Section 2.01(a)(v), an “Eligible Shareholder”), and (vi) The Company shall not be required to effect a Demand Registration within 180 days of a Piggyback Registration effected pursuant to Section 2.02. (b) Promptly after the expiration of the five (5) Business-Day period referred to in Section 2.01(a), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request) or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses in connection with such revoked request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 2.01(b). (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto has become effective under the Securities Act; provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 66 2/3% of the Registrable Securities of the Registering Shareholders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Registering Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by the Registering Shareholders who are Eligible Shareholders and all Company Securities contractually required to be registered for the account of any other Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders and such other Persons on the basis of the relative number of Registrable Securities or such other Company Securities so requested to be included in such registration by each such Registering Shareholder and such other Person), and (iii) third, any Company Securities proposed, but not contractually required, to be registered for the account of any other Persons with such priorities among them as the Company may determine. (f) Upon notice to each Requesting Shareholder, the Company may defer the filing of a registration statement pursuant to this Section 2.01 for a reasonable period of time not exceeding 90 days if (i) at the time the Company receives the request for such Demand Registration, there is (A) material non-public information regarding the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose and which the Company is not otherwise required to disclose or (B) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose; or (ii) prior to receiving the request for such Demand Registration, the Company has determined to effect an offering in connection with which equity securities of the Company are sold to an underwriter or underwriters for reoffering to the public pursuant to an effective registration statement under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, and the Company shall promptly withdraw has determined to proceed with such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)offering.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If at any time after the date six months after the completion of this Section 3 is terminatedthe Initial Public Offering, any holder the Company shall receive a request from a Shareholder or group of Registrable Securities Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding Registrable Securities which represent at least 50% of the aggregate of all thirty percent (30%) of the Registrable Securities then outstanding, that the Company effect the registration under the Securities Act (assuming conversion of all i) for the first Public Offering of the Notes held by such holders Company after the completion of Registrable Securities) may give written notice to the Company Initial Public Offering (xthe “Follow-On Offering”), at least twenty percent (20%) of their intention to transfer the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), or (ii) after the completion of the Follow-On Offering, all or part any portion of the Requesting Shareholder’s Registrable Securities held by them or obtained by conversion and, in each case, specifying the intended method of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration")disposition thereof, and thereupon, then the Company shall on no more than one occasionas promptly as practicable following the date of receipt by the Company of such request give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) business days after receipt of such Demand Registration to the other Shareholders and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, and in any event within ninety (A90) provide written notice to all holders of Registrable Securities who have not so requested registrationdays after the date the Demand Registration is given by the Requesting Shareholder, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities ActAct of: (i) subject to the restrictions set forth in Sections 2.01(e), such Registration Statement to become effective not later than three months from all Registrable Securities for which the date of such request Requesting Shareholder has requested registration under this paragraph Section 2.01, and (c)(i). Such Registration Statement shall remain effective until ii) subject to the first restrictions set forth in Sections 2.01(e) and 2.02, all other Registrable Securities of the same class as those requested to occur be registered by the Requesting Shareholder that any other Shareholders (all such Shareholders, together with the Requesting Shareholder, the “Registering Shareholders”) have requested the Company to register pursuant to Section 2.02, by request received by the Company within seven Business Days after such Shareholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered, provided that, the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration Statement equals or exceeds $10,000,000. In no event shall the Company be required to effect more than two (B2) the date one year following the date such Registration Statement was declared effective by the SECDemand Registrations pursuant to this Section 2.01. (iib) IfPromptly after the expiration of the seven-Business Day period referred to in Section 2.01(a)(ii), at the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. Notwithstanding clause (d) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall promptly withdraw be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses (other than the expenses set forth under clause (v) of the definition of the term Registration Expenses) of such revoked request. (c) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration Statement prior is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A Demand Registration shall not be deemed to have occurred unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholder that, in its effectiveness. Any holders view, the number of shares of Registrable Securities holding Registrable Securities which represent at least 50% of requested to be included in such registration (including any securities that the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Company proposes to be included that are not Registrable Securities) shall have exceeds the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to largest number of shares that can be sold without having an adverse effect on such offering, including the Company of all of price at which such shares can be sold (the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all such Registering Shareholders); and (ii) second, any securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement). (f) Upon notice to the Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if (i) the Company reasonably determines that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (ii) the Company reasonably determines that effecting the registration would materially and adversely interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (iii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes in good faith would not be in the best interests of the Company, or (iv) the Company would be rendered unable to comply with any such request in accordance with Section 3(a)(i)the requirements under the Securities Act or the Exchange Act.

Demand Registration. (ia) At any time on or after the two-year period date that is 180 days after the date hereof (or such earlier date as would permit the Company to cause any Filings required hereunder to be filed on the 180th day after the date hereof), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.01(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.01, but subject to Section 4.01(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01). Subject to Section 4.01(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.01(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Shelf Registration referred to in paragraph (a) Company is eligible as shall be selected by the Requesting Stockholders whose shares represent a majority of this Section 3 is terminated, any holder of the Registrable Securities holding Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which represent all Stockholders were given “piggyback” rights pursuant to Section 4.02 (subject to Section 4.01(f)) and provided that at least 50% of the aggregate number of all of the Registrable Securities (assuming conversion of all of the Notes held requested by such holders Stockholders to be included in such Demand Registration were included) or (B) within one month of Registrable Securities) may give any other Underwritten Offering pursuant to Section 4.03(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company (x) has a bona fide business purpose for preserving as confidential. In the event of their intention to transfer all or part a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by them or obtained by conversion of Notes held by them and (ythe Requesting Stockholder(s) requesting shall have the registration of said Registrable Securities (a "right to withdraw such Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECaccordance with Section 4.04. (iif) If, at The Company shall not include any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of securities other than Registrable Securities holding in a Demand Registration, except with the aggregate written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities subject to included in such registrationDemand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (assuming conversion i) first, up to the number of all Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the Notes underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such holders Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company. (g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected (i) by the Acquisition Entity for so long as a majority of the outstanding Common Stock of the Company is owned by its Permitted Transferees and thereafter (ii) by the Stockholder participating in such Demand Registration that holds (together with its Permitted Transferees) a number of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company Securities included in such Demand Registration constituting a plurality of all of the Company's out-of-pocket expenses incurred Registrable Securities included in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Demand Registration.

Demand Registration. (ia) At Subject to the terms and conditions of this Section 2.1, at any time on or after the two-year date that is one hundred eighty (180) days following the completion of the IPO, if the Company receives a written request from any Holder that the Company file a Registration Statement covering a number of Registrable Securities that would result in gross proceeds that would, based on an anticipated aggregate offering price, net of any underwriting discounts and selling commissions exceeding, in the event of a “block trade,” $50,000,000, or in the event of a public offering other than a “block trade,” $75,000,000, then the Company shall, in each case, within five (5) business days of the receipt of such request, give written notice of such request to all Holders and use reasonable best efforts to file, as soon as practicable but in any event within ninety (90) days (or, in the case of a Shelf Registration, thirty (30) days or such shorter period for which as is reasonably required to effect an underwritten offering, including a “block trade”) of the receipt of such request, a Registration Statement covering the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. Any Registration Statement filed by the Company pursuant to this Section 2.1(a) shall be a “shelf” registration statement that permits sales on a continuous or delayed basis pursuant to Rule 415 under the Securities Act on Form S-3 or Form F-3 (a “Shelf Registration”) if the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, such Shelf Registration will be one that is automatically effective upon filing. (b) Within ten (10) days (or such shorter period as is reasonably required to effect an underwritten offering, including a “block trade”) after the date the Company receives a request pursuant to Section 2.1(a), the Company shall give notice thereof to all Holders other than the Initiating Holders, and the Company shall include in such registration all Registrable Securities requested to be included in such registration by any such other Holders, as specified by notice given by each such Holder to the Company within ten (10) days (or such shorter period as is reasonably required to effect an underwritten offering, including a “block trade”) of the date the Company’s notice is given, and in each case, subject to the limitations of Sections 2.1(c). If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include such information in the written notice referred to in paragraph (a) the first sentence of this Section 3 is terminated2.1(b). In such event, the right of any holder of Holder to include its Registrable Securities holding in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities which represent at least 50% of in the aggregate of underwritten offering (unless otherwise agreed by the Initiating Holders) to the extent provided herein. The Company and all of the Holders proposing to distribute their Registrable Securities (assuming conversion through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part a majority of the Registrable Securities held by them all Initiating Holders (which underwriter or obtained by conversion underwriters shall be reasonably acceptable to the Company). (c) Notwithstanding any other provision of Notes this Section 2.1, if the lead managing underwriter advises the Company that marketing factors require a limitation of the number of securities to be offered in the applicable underwritten offering (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be offered in such underwritten offering, and the number of Registrable Securities that may be included in such underwritten offering shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by them and all such Holders (yincluding the Initiating Holders). (d) requesting the registration Notwithstanding any other provision of said Registrable Securities (a "Demand Registration"), and thereuponthis Section 2.1, the Company shall on not be required to effect a registration pursuant to this Section 2.1: (i) if the Company has effected a registration pursuant to this Section 2.1 within the preceding ninety (90) days; (ii) if the Company has effected three (3) registrations pursuant to this Section 2.1 within the preceding three hundred sixty-five (365) days; provided that no more than one occasion, as expeditiously as possible, registration initiated by Viking Capital shall count towards the three (A3) provide written notice registrations permitted pursuant to all holders this Section 2.1; or (iii) during the period starting with the date that is fifteen (15) days prior to the Company’s good faith estimate of Registrable Securities who have not so requested registrationthe date of filing of, and allow such holders ending on the opportunity to participate in such registrationdate ninety (90) days following the effective date of, and (B) use its a Registration Statement; provided that the Company uses reasonable best efforts to effect the registration of all such Registrable Securities under the Securities Act, cause such Registration Statement to become effective not later than three months from effective. (e) Notwithstanding the date other provisions of such request under this paragraph Section 2, if the Company shall furnish to the Holders otherwise participating in any registration written notice stating that, in the good faith determination of the Board after consultation with outside counsel, that (c)(i). Such i) the filing, initial effectiveness or continued use of a Registration Statement shall remain effective until would be Seriously Detrimental to the first Company and its shareholders and it is therefore essential to occur of (A) delay the sale of all of filing or initial effectiveness of, or suspend the Registrable Securities registered under use of, such Registration Statement or (Bii) the date one year following filing or initial effectiveness of a Registration Statement, or the date continued use of any Registration Statement, at any time would require the inclusion in such Registration Statement was declared effective of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such notice to the Holders otherwise participating in such registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such Registration Statement. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement pursuant to this Section 2.1(e) for a period in excess of ninety (90) days, or (B) exercise its rights under this Section 2.1(e) more than once in any twelve (12) month period. In the event the Company exercises its rights under this Section 2.1(e), each Holder shall not effect any sale of Registrable Securities and shall halt any use, publication, dissemination or distribution of any prospectus or Registration Statement covering the Registrable Securities. Upon receipt of such notice, each Holder shall (except as required by applicable law) keep the fact of any such notice, and any information relating to such notice, strictly confidential. If so directed by the SECCompany, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies then in such ▇▇▇▇▇▇’s possession of the prospectus covering the Registrable Securities at the time of receipt of such notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the applicable Registration Statement following further notice to such effect from the Company, which notice shall be given by the Company to the Holders in the manner described above promptly (and no later than forty-eight (48) hours) following the conclusion of the event giving rise to delay or suspension and its effect. (iif) IfHolders may elect to withdraw from any offering pursuant to this Section 2.1 by giving written notice to the Company and any underwriter or underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed pursuant to this Section 2.1. Subject to compliance with the other provisions of this Agreement, the Company (whether on its own determination or as the result of a withdrawal by the Initiating Holders) may withdraw a Registration Statement filed pursuant to this Section 2.1 at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (ia) At any time on or after prior to such time as the two-year period for which the Shelf Registration referred to in paragraph (a) of rights under this Section 3 is terminated2 terminate with respect to a Holder as provided in Section 12(h) hereof, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give upon written notice to from such Holder in the manner set forth in Section 12(j) hereof requesting that the Company (x) effect the registration under the Securities Act of their intention to transfer any or all or part of the Registrable Securities held by them such Holder or obtained by conversion any of Notes held by them and (y) requesting its Affiliates, which notice shall specify the registration intended method or methods of said disposition of such Registrable Securities (a "Demand Registration"), and thereuponSecurities, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its reasonable best efforts to effect effect, in the manner set forth in Section 5, the registration under the Securities Act of all such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including (1) in an offering on a delayed or continuous basis under Rule 415 (or any successor rule of similar effect) promulgated under the Securities ActAct and accordingly requiring the filing of a “shelf” registration statement (a “Shelf Registration”) and/or (2) sales for cash or dispositions upon exchange or conversion of securities or dispositions for any form of consideration or no consideration), such Registration Statement provided that: (i) if, while a registration request is pending pursuant to become effective this Section 2(a), the Company determines, following consultation with and receiving advice from its legal counsel, that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on any active proposal by the Company or its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, business combination, reorganization or other material transaction, the Company shall not later than three months from the date of such request under be required to effect a registration pursuant to this paragraph (c)(i). Such Registration Statement shall remain effective Section 2(a) until the first to occur earlier of (A) the sale date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 30 days after the Company makes such determination, provided, however, that the Company shall not be permitted to delay a requested registration in reliance on this clause (i) more than once in any 12-month period; provided, further, that, notwithstanding the foregoing, no such delay shall exceed such number of all days that the Company determines in good faith to be reasonably necessary; (ii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) before the end of the Registrable Securities registered under such Registration Statement any applicable lock-up period; or (B) on more than three separate occasions; and (iii) the date Company shall not be required to file a separate registration statement, but may file one year following registration statement covering the date such Registration Statement was declared effective Registrable Securities held by the SECmore than one Holder. (iib) IfNotwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (i) unless the registration statement filed in connection therewith has become effective (and each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a registration pursuant to this Section 2 at any time prior to the effectiveness effective date thereof), (ii) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the Registration Statement referred to in Section 3(a)(i)SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order or decree prohibits or otherwise materially and adversely affects the holders offer and sale of the Registrable Securities holding so registered, or if the registration is otherwise prohibited by applicable law, prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the aggregate registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act, misrepresentation or omission by a Holder and are not waived by the purchasers or underwriters. (c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, Holders owning at least a majority of the Registrable Securities subject to be registered in connection with such registration, offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering. (d) The Company shall promptly withdraw such Registration Statement prior have the right to its effectiveness. Any holders cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities holding Registrable Securities which represent at least 50% of requested by any Holder pursuant to Section 2(a); provided, however, that if the aggregate of all managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be sold will materially and adversely affect the offering and sale of the Registrable Securities to be registered in accordance with the intended method or methods of disposition then contemplated by such Holder, only the number or principal amount of such additional securities, if any (assuming conversion of all in excess of the Notes number or principal amount of Registrable Securities), which, in the opinion of such underwriter or agent, can be so sold without materially and adversely affecting such offering shall be included in such registration. The rights of a Holder to cause the registration of additional Registrable Securities held by such holders Holder in any registration of Registrable Securities) shall have the opportunity to again request registration Securities requested by another Holder pursuant to Section 3(a)(i2(a) upon reimbursement to shall be governed by the Company of all agreement of the Company's out-of-pocket expenses incurred Holders with respect thereto as provided in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i11(a).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) To the extent that a Registration Statement filed pursuant to Section 2(b) or a Shelf Registration Statement is not available to effect the proposed transaction, following the applicable Lock-up Period, either (a) General Motors, (b) the Majority Sellers (other than General Motors) of this Section 3 is terminated, any holder at least a majority in interest of the then issued and outstanding number of Registrable Securities holding held by such Majority Sellers (other than General Motors) or (c) the Existing Holders of at least a majority in interest of the then issued and outstanding number of Registrable Securities which represent at least 50% held by the Existing Holders (the “Demanding Holders”), in each case, may request that the Company register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto with respect to a underwritten public offering of Registrable Securities (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the aggregate number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”). The Company shall prepare and file with the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within 60 days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect (assuming conversion x) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Majority Sellers under this subsection 2(a) with respect to any or all Registrable Securities held by such Majority Sellers and (y) more than three (3) Registration pursuant to a Demand Registration by the Existing Holders under this subsection 2(a) with respect to any or all Registrable Securities held by such Existing Holders; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Notes held Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such holders Registration Statement have been sold, in accordance with Section 5 of Registrable Securitiesthis Agreement. (b) may give written notice The Company shall, as soon as practicable, but in any event within fifteen (15) business days after the Closing Date, file a Registration Statement to permit the Company (x) public resale of their intention to transfer all or part of the Registrable Securities held by them the Holders from time to time as permitted by Rule 415 under the Securities Act (or obtained any successor or similar provision adopted by conversion the Commission then in effect) on the terms and conditions specified in this Section 2(b) and shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of Notes (i) the 60th day following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this Section 2(b) shall be on Form S-1 or such other form of registration statement as is then available to effect a registration for the sale or resale of such Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule or provision similar thereto adopted by the Commission, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2(b) shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to Section 2(b) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement or Shelf Registration Statement is continuously available, for the resale of all the Registrable Securities held by them and (y) requesting the registration of said Holders until all such Registrable Securities (have ceased to be Registrable Securities. As soon as practicable following the effective date of a "Demand Registration"Registration Statement filed pursuant to this Section 2(b), and thereuponbut in any event within one (1) business day of such date, the Company shall on no more than one occasionnotify the Holders of the effectiveness of such Registration Statement. If, as expeditiously as possibleafter the filing such Registration Statement, (A) provide written notice to all holders a holder of Registrable Securities who have requests registration under the Securities Act of additional Registrable Securities pursuant to such Registration Statement, the Company shall amend such Registration Statement to cover such additional Registrable Securities. (c) The Company shall use its reasonable best efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. As soon as practicable after the date hereof, but not so requested registrationlater than the Target Filing Date, the Company shall (i) prepare and allow such holders file with (or confidentially submit to) the opportunity Commission a Registration Statement on Form S-3 or the then appropriate form for an offering to participate in such registration, be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”) that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and (Bii) use its reasonable best efforts to effect cause such Shelf Registration Statement to be declared effective by the registration Commission as soon as practicable thereafter. In addition, the Company shall use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to Section 2(c) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement (if the Company is eligible to file a Shelf Registration Statement) or other Registration Statement (if the Company is not so eligible) is continuously available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. For purposes hereof, “Target Filing Date” shall mean the date which is 30 days after the Company becomes qualified to register the offer and sale of securities under the Securities ActAct pursuant to a Shelf Registration Statement. If, after the filing of a Shelf Registration Statement, a holder of Registrable Securities requests registration under the Securities Act of additional Registrable Securities pursuant to such Shelf Registration, the Company shall amend such Shelf Registration Statement to become effective not later than three months from cover such additional Registrable Securities. At such time as the date Company shall have qualified for the use of such request under this paragraph (c)(i). Such a Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement on Form S-3 or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i)successor form thereto, the holders of Registrable Securities holding shall have the right to request an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-3 or any similar short-form Registration Statement (each, a “Short-Form Registration” and, collectively with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the aggregate a majority Short-Form Registration. Upon receipt of the Registrable Securities subject to any such registrationrequest, the Company shall promptly withdraw (but in no event later than 10 days following receipt thereof) deliver notice of such Registration Statement prior request to its effectiveness. Any all other holders of Registrable Securities holding Registrable Securities which represent at least 50% who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the aggregate of Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities (assuming conversion of all of that the Notes held holders thereof have requested to be included in such Short-Form Registration within 30 days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Commission as soon as practicable thereafter.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, If the Company shall on no more than one occasionreceive a request from, in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor Demand, any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor or, in the case of a HSBC Co-Investor Demand, any HSBC Co-Investor (in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor Demand, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor or, in the case of a HSBC Co-Investor Demand, the HSBC Co-Investor shall be referred to herein as the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, including a HSBC Co-Investor Demand, shall be referred to herein as a “Demand Registration”) at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Shareholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 5.01, and (ii) subject to the restrictions set forth in Sections 5.01(e) and 5.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under Section 5.01 or Section 5.02 (all such Shareholders, together with the Requesting Shareholder, and any Shareholders participating in a Piggyback Registration pursuant to Section 5.02, the “Registering Shareholders”) have requested the Company to register by request received by the Company within 15 Business Days after such Shareholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than (i) four Demand Registrations in the aggregate for the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investors (each, a “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor Demand”), other than any Demand Registration to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted or (ii) one Demand Registration for the HSBC Co-Investors (the “HSBC Co-Investor Demand”) (it being understood that any such HSBC Co-Investor Demand can occur only following the first anniversary of the First Public Offering); provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $50,000,000. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 15-Business Day-period referred to in Section 5.01(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) provide written notice has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 66 2/3% of the Registrable Securities of the Registering Shareholders sought to all holders be included in such registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholder that, in its view, the number of shares of Registrable Securities who have requested to be included in such registration (including any securities that the Company proposes to be included that are not so requested registrationRegistrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, and allow including the price at which such holders shares can be sold (the opportunity to participate “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by all other Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder), and (ii) second, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the Company shall determine. (f) Upon notice to each Registering Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholder in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (Bii) the Board shall have determined in good faith that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) At any time following the consummation of the First Public Offering, upon the request of a Majority in Interest of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investors, the Company shall use its best efforts to effect file a “shelf’ registration statement (the registration of all such “Shelf Registration”) with respect to the Registrable Securities on an appropriate form pursuant to Rule 415 (or any similar provision that may be adopted by the SEC) under the Securities Act, Act and to cause such Shelf Registration Statement to become effective not later than three months from the date of and to keep such request under this paragraph (c)(i). Such Shelf Registration Statement shall remain effective in effect until the first to occur of (A) the Shareholders shall no longer hold any Registrable Securities. Any offer or sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding pursuant to the Shelf Registration in the aggregate any underwritten Public Offering shall be deemed to be a majority of the Registrable Securities Demand Registration subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders provisions of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i5.01(a).

Demand Registration. (ia) At any time on or after following the two-year period for which second (2nd) anniversary of the date of this Agreement, in the event that Shelf Registration referred to in paragraph (a) of this Section 3 Statement is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of not effective with the aggregate of SEC covering all of the Registrable Securities (assuming conversion of all of the Notes held Holders, the Holders shall have the right, subject to the rules and regulations of the SEC, by such holders of Registrable Securities) may give delivering a written notice to the Company (xa “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however , that the Holders in the aggregate shall not be entitled pursuant to this Section 2.02 to require the Company to effectuate more than two (2) Demand Registrations (which may collectively include underwritten Demand Registrations and Company Supported Distributions) during the Term of their intention this Agreement. Notwithstanding the foregoing, if the at least 5,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to transfer all undertake shall increase to three (3) and if at least 10,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to undertake shall increase to four (4) and the Holders shall be entitled to deliver a Demand Notice for up to the two additional Demand Registrations any time after such conversion of the Preferred Shares into Conversion Shares has taken place. A Demand Notice shall also specify the expected method or part methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than forty-five (45) days after receipt by the Company of such Demand Notice provided that a Suspension Period is not in effect, a Registration Statement relating to the offer and sale of the Registrable Securities held requested to be included therein by them or obtained by conversion the Holders in accordance with the methods of Notes held by them distribution elected (a “Demand Registration Statement”) and (y) requesting shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the registration of said Securities Act as promptly as practicable after the filing thereof. The Holders agree that if any Holder intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall cooperate with the Holder to facilitate such distribution, including the actions required pursuant to Sections 2.05(a)(ix)-(xv) and, if a Company Supported Distribution is requested, Section 2.05(a)(xvi) so long as the Holders have not previously exhausted the limit for such Company Supported Distributions specified in Section 2.05(a)(xvi). (b) The Holders agree that the Company may include any Other Securities covered by any Existing Registration Rights Agreements that it deems appropriate in any Demand Registration Statement filed pursuant to this Agreement, subject to the cutback limitations set forth in Section 2.02(c) and Section 2.02(d). (c) In the event that the SEC sets forth a "limitation on the securities that may be registered on a particular Demand Registration")Registration Statement, and thereuponthe Company may reduce the number of securities to be registered on such Demand Registration Statement to such number of securities as allowed by the SEC; provided, that, the Company shall on no more than one occasioninclude in such Demand Registration Statement (i) first, as expeditiously as possible, (A) provide written notice to all holders the quantity of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate be included in such registration, Demand Registration Statement and (Bii) use its best efforts second, any remaining amounts, if any, shall be allocable to effect holders of Other Securities, pro rata, based on the registration number of all Other Securities proposed by the Company to be included in such Registrable Securities under the Securities Act, such Demand Registration Statement to become effective not later than three months from and the date number of Other Securities Beneficially Owned by each such request under this paragraph holder of Other Securities. (c)(i). Such Registration Statement shall remain effective until the first to occur of (Ad) the sale of all If any of the Registrable Securities registered under pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter of such underwritten offering advises the Company or Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by the Company or holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, up to eighty five percent (85%) of the total shares included in such underwritten offering shall be comprised of the Registrable Securities for which inclusion in such underwritten offering was requested by the Holders; and (ii) second, the Company may include up to fifteen percent (15%) or such lower amount of the total shares included in such underwritten offering; and (iii) third, any remaining amounts, if any, shall be allocable to holders of Other Securities, pro rata, based on the number of Other Securities proposed by the Company to be included in such underwritten offering and the number of Other Securities Beneficially Owned by each such holder of Other Securities; (e) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least one hundred twenty (120) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (f) Any Holder whose Registrable Securities are covered by a Demand Registration shall have the right to notify the Company that it has determined that the Registration Statement relating to the Demand Registration be abandoned or withdrawn with respect to such Registrable Securities, in which event the Company shall promptly abandon or withdraw such Registration Statement with respect to such Registrable Securities. In the event that the Company has not yet filed the Demand Registration Statement with the SEC, such abandoned Demand Registration Statement shall not count against the limit for Demand Registrations specified in Section 2.02(a). However, if the Company has already filed the Demand Registration Statement with the SEC and the Holders request that it be withdrawn, the Holders agree that such withdrawn Demand Registration Statement shall count against the limit for Demand Registrations specified in Section 2.02(a) and will reimburse the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration Statement, unless (i) such abandonment or withdrawal is based upon material adverse information concerning the Company that the Company has not publicly disclosed in compliance with applicable securities Laws at least five (5) Business Days prior to the Company’s receipt of such withdrawal request, or (ii) there occurs an event or series of related events that (A) has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (B) the date one year following the date such Registration Statement was declared effective by the SEChas caused a Market Material Adverse Effect. (iig) If, at any time prior to In the effectiveness of the Registration Statement referred to case that Holders request a Company Supported Distribution in Section 3(a)(i)connection with a Demand Registration, the holders of Registrable Securities holding Holders shall have the right to notify the Company that they have determined that the offering be abandoned or withdrawn, in the aggregate a majority of the Registrable Securities subject to such registration, which event the Company shall promptly abandon or withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred activities undertaken in connection with such offering with respect to Registrable Securities. In the preparation event that the Company has not yet Launched the offering, such withdrawn or abandoned offering shall not count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi). However, if such offering is abandoned or withdrawn Registration Statementafter the offering has Launched, andthen such abandoned or withdrawn offering will count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi) unless (i) such abandonment or withdrawal is based upon material adverse information concerning the Company that the Company has not publicly disclosed in compliance with applicable securities Laws at least five (5) Business Days prior to the Company’s receipt of such withdrawal request, upon or (ii) there occurs an event or series of related events that (A) has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (B) has caused a Market Material Adverse Effect. In the event that such reimbursementoffering is abandoned or withdrawn for any reason other than the reason set forth in clauses (i) or (ii) of the preceding sentences, the Holders shall reimburse the Company shall comply for all Registration Expenses incurred by the Company in connection with any such request in accordance with Section 3(a)(i)abandoned or withdrawn Company Supported Distribution.

Demand Registration. (ia) At any time on or after the two-year period date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1). Subject to Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Shelf Registration referred to in paragraph (a) Company is eligible as shall be selected by the Requesting Stockholders whose shares represent a majority of this Section 3 is terminated, any holder of the Registrable Securities holding Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which represent all Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided that at least 50% of the aggregate number of all of the Registrable Securities (assuming conversion of all of the Notes held requested by such holders Stockholders to be included in such Demand Registration were included or (B) within one month of Registrable Securities) may give any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company (x) has a bona fide business purpose for preserving as confidential. In the event of their intention to transfer all or part a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by them or obtained by conversion of Notes held by them and (ythe Requesting Stockholder(s) requesting shall have the registration of said Registrable Securities (a "right to withdraw such Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECaccordance with Section 4.4. (iif) If, at The Company shall not include any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of securities other than Registrable Securities holding in a Demand Registration, except with the aggregate written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities subject to included in such registrationDemand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (assuming conversion i) first, up to the number of all Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the Notes underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such holders Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company. (g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected (i) by FIG LLC, for so long as a majority of the outstanding Common Stock of the Company is owned by the Initial Stockholders, their Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the Stockholder participating in such Demand Registration that holds (together with its Permitted Transferees) a number of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company Securities included in such Demand Registration constituting a plurality of all of the Company's out-of-pocket expenses incurred Registrable Securities included in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Demand Registration.

Demand Registration. (i) At Subject to the terms and conditions of this Agreement, including Section 2(a)(ii) below, at any time on or and from time to time after the twoexpiration of the lock-year up period for which applicable to the Shelf Registration referred IPO, each Holder (any such requesting Holder, the “Initiating Holder”) shall have the right to in paragraph (a) require the Company to file one or more registration statements under the Securities Act covering all or any part of this Section 3 is terminated, any holder of their Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give upon written notice to the Company (xa “Demand Notice”). The registration so requested is referred to herein as a “Demand Registration.” The Company shall promptly (but in any event, not later than ten Business Days following the Company’s receipt of a Demand Notice) give written notice (“Demand Eligible Holder Notice”) of their intention the receipt of such Demand Notice to transfer all or part of Holders (other than the Registrable Securities held by them or obtained by conversion of Notes held by them and (yInitiating Holder) requesting the registration of said that, to its knowledge, hold Registrable Securities (each a "“Demand Registration"Eligible Holder”). The Company shall promptly (but in any event, not later than 60 days following the Company’s receipt of a Demand Notice) file the appropriate Registration Statement (the “Demand Registration Statement”) and thereuponuse its commercially reasonable efforts to effect, at the earliest practicable date, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request Act and under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur applicable state securities laws of (A) the sale Registrable Securities which the Company has been so requested to register by the Initiating Holder in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered in the Demand Notice which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten Business Days after the giving of the Demand Eligible Holder Notice, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(a)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities registered under such to be so registered. The Company shall effect any requested Demand Registration using a registration statement on Form S-3 whenever the Company is a Seasoned Issuer or a WKSI, and shall use an Automatic Shelf Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECif it is a WKSI. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i1) At any time on or after the two-year period for which date hereof, and subject to the Shelf Registration referred to in paragraph (a) other provisions of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon12, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) Executive shall have the opportunity right, exercisable by making a written request to again request registration the Company, to demand that the Company effect the Registration of any Registrable Securities in accordance with the provisions of the Act. The Company shall then comply with Section 12(a)(2) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 3(a)(i) upon reimbursement 12 shall be limited to the Company of one Registration demand per calendar year. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's out-of-pocket expenses incurred in connection with demand Registration obligations hereunder for such calendar year shall be deemed to be fully satisfied when the preparation registration statement filed on account of such withdrawn exercise has been declared effective by the Commission. If any other executive of the Company exercises his or her right, if any, to demand that the Company effect the Registration Statementof any Registrable Securities, and, upon such reimbursementthen the Executive shall have the right to Register an equivalent number of Registrable Securities without reducing the number demand Registrations the Executive shall have in any calendar year. (2) Following receipt of a request pursuant to Section 12(a)(1) hereof, the Company shall comply (i) file within ninety (90) days thereafter a registration statement on the appropriate form under the Act for the shares of Common Stock that the Company has been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Company's then current market capitalization and may contain customary provisions requiring the Company and the Executive to indemnify and provide contribution to the underwriter or underwriters of such Offering); and (iii) use its reasonable best efforts to have such registration statement declared effective as promptly as practicable and to remain effective for at least one hundred eighty (180) days. Notwithstanding any other provision hereof, the Executive acknowledges and agrees that there can be no guarantee or warranty from or by the Company that any such request registration statement will ever be declared effective by the Commission, and that the Company makes no such guarantee or warranty in accordance with Section 3(a)(i)this Agreement.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, If the Company shall on no more than one occasionreceive a written request from ▇▇▇ Equity (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of the Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Additional Stockholders and thereupon shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholder and the other holders have has requested registration under this paragraph Section 5.01, and (c)(i). Such Registration Statement shall remain effective until ii) subject to the first restrictions set forth in Sections 5.01(e) and 5.02, all other Registrable Securities of the same class as those requested to occur be registered by the Requesting Stockholder that any Stockholders with rights to request registration under Section 5.02 (all such Stockholders, together with the Requesting Stockholder, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect (x) more than ten (10) Demand Registrations, (y) more than one Demand Registration during any four-month period, or (z) any Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration Statement are at least (A) $50 million if such Demand Registration would constitute the Initial Public Offering, or (B) $10 million in any Demand Registration other than the date one year following the date such Registration Statement was declared effective by the SECInitial Public Offering. (iib) IfPromptly after the expiration of the ten (10) Business Day period referred to in Section 5.01(a)(ii) hereof, at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Stockholder may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall promptly withdraw be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration Statement prior is effected. (d) A Demand Registration shall not be deemed to its effectiveness. Any holders have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of all the SEC or other governmental agency or court and (2) less than seventy-five percent (75%) of the Registrable Securities included in such registration statement have been sold thereunder; or (assuming conversion of all ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) such that less than fifty percent (50%) of the Notes held by Registrable Securities of the Requesting Stockholder sought to be included in such holders of Registrable Securitiesregistration are included. (e) shall have If a Demand Registration involves a Public Offering and the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to managing underwriter advises the Company and the Requesting Stockholder that, in its view, the number of all Company Securities that the Registering Stockholder and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the Company's out-of-pocket expenses incurred in connection with price at which such shares can be sold (the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall comply with any include in such request registration, in accordance with Section 3(a)(ithe priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Company.

Demand Registration. (i) At For so long as the Partnership owns any time Registrable Securities and is otherwise entitled to exercise its right (“Initial Demand Right”) to request that ENLK prepare and file an initial registration statement (the “Initial Registration Statement”) under the Securities Act pursuant to Section 2.1(a) of the Registration Rights Agreement, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise its Initial Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise its Initial Demand Right in accordance with the Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) or in the Registration Rights Agreement to the contrary, no Investor shall have the right to request that the Partnership exercise its Initial Demand Right after the two-year period for date on which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least such Investor and its Affiliates no longer collectively own more than 50% of the aggregate of all Class A Units that such Investor and its Affiliates owned as of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECClosing. (ii) IfIf the Partnership has not exercised its Initial Demand Right, at any time prior either the TPG Investors, on the one hand, or the GS Investors, on the other hand, to the effectiveness extent such Investors directly own Registrable Securities and following prior consultation with the other Investors, may exercise any respective rights they may have to request that ENLK prepare and file an Initial Registration Statement pursuant to Section 2.1(a) of the Registration Statement referred to Rights Agreement; provided, however, that notwithstanding anything in this Section 3(a)(i), the holders of Registrable Securities holding 6.2(a) or in the aggregate a majority Registration Rights Agreement to the contrary, no Investor shall have the right to request that ENLK file an Initial Registration Statement after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Registrable Securities subject to which such registrationInvestor was entitled as of the Closing. (iii) Following the filing of the Initial Registration Statement, for so long as the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Partnership owns any Registrable Securities holding Registrable Securities which represent at least 50% and is otherwise entitled to exercise its right to request the filing of additional Registration Statements under Section 2.1(a) of the aggregate Registration Rights Agreement (each, an “Additional Demand Right”), either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of all a written notice to the Partnership and the other Investor, may request that the Partnership exercise an Additional Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise such Additional Demand Right in accordance with the Registration Rights Agreement; provided, however, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the filing of a number of additional Registration Statements pursuant to this Section 6.2(a)(iii) and Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities (assuming conversion of owned by all Investors) of the Notes held by such holders total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number. (iv) Following the filing of the Initial Registration Statement, if any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly owns any Registrable Securities, such Investor may exercise any rights it may have to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement; provided, however, that such Investor provides written notice to the other Investor at least five Business Days prior to making any such request; provided further, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the opportunity to again request registration filing of a number of additional Registration Statements pursuant to Section 3(a)(i6.2(a)(iii) upon reimbursement and this Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)nearest whole number.

Demand Registration. (ia) At any time on or after the two-year period for which date that is 180 days after the Shelf Registration referred date hereof (or such earlier date (i) as would permit the Company to in paragraph cause any filings required hereunder to be filed on the 180th day after the date hereof or (aii) as is permitted by waiver of this Section 3 is terminatedthe IPO Underwriting Agreement), any holder Person that is a Shareholder (a “Requesting Shareholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of an amount of Registrable Securities holding that, when taken together with the amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Shareholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which represent the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all Common Shares which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Shares, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Shareholder, provided, however, that no notice shall be required so long as the Shareholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Subject to Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein (i) if a notice by the Company is required by this paragraph, within five days after such notice by the Company has been given, or (ii) if no notice by the Company is required by this paragraph, within five days after receipt by the Company of such Demand. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Shareholder shall be entitled to an unlimited number of Demand Registrations until such time as the Shareholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Requesting Shareholders, including, to the extent permissible, an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (A) within three months of a “firm commitment” Underwritten Offering in which all Shareholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and at least 50% of the aggregate number of all of the Registrable Securities (assuming conversion of all of the Notes held requested by such holders Shareholders to be included in such Demand Registration were included) or (B) within three months of Registrable Securities) may give any other Underwritten Offering pursuant to Section 4.3(f). In addition, the Company shall be entitled to postpone (upon written notice to all Shareholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company (x) has a bona fide business purpose for preserving as confidential. In the event of their intention to transfer all or part a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable SecuritiesRequesting Shareholder(s) shall have the opportunity right to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of withdraw such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request Demand in accordance with Section 3(a)(i)4.4.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities If the Company shall be requested by the Investors holding Registrable Securities which represent at least 5020% of the aggregate total number of all of the Registrable Securities outstanding Restricted Shares (assuming conversion of all Debentures) to effect a registration under the Securities Act of Restricted Shares in accordance with this Section, then the Notes held by such holders of Registrable Securities) may Company shall promptly give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the such proposed registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so Restricted Shares and shall offer to include in such proposed registration any Restricted Shares requested registration, and allow to be included in such proposed registration by such holders who respond in writing to the opportunity Company's notice within 15 days after delivery of such notice (which response shall specify the number of Restricted Shares proposed to participate be included in such registration and the intended method of distribution, which may be pursuant to a shelf registration, and (B) ). The Company shall promptly use its best efforts to effect the such registration of all such Registrable Securities on an appropriate form, including Form S-2, if available, under the Securities ActAct of the Restricted Shares which the Company has been so requested to register; provided, such Registration Statement -------- however, that the Company shall not be obligated to become effective effect any registration ------- under the Securities Act except in accordance with the following provisions: (i) the Company shall not later be obligated to file more than three months from the date of such request under registration statements in total pursuant to this Section, subject to paragraph (c)(i). Such Registration Statement c) below; (ii) the Company shall remain effective until the first not be obligated to occur of file any registration statement during any period in which (A) any other registration statement (other than on Form S-4 or Form S-8 promulgated under the sale of all of Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the Registrable Securities registered under such Registration Statement prior 90 days or (B) the date one year following Company has determined in good faith that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, such filing to be delayed until the date which is 90 days after such Registration Statement was declared effective request for registration pursuant to this Section 4(a); provided that the Company may only so delay the filing or -------- effectiveness of a registration statement pursuant to this Section 5(a)(ii)(B) on one occasion during any twelve month period; (iii) with respect to the registration pursuant to this Section, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing -------- ------- underwriter advises the Company in writing that the inclusion of all Restricted Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Restricted Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) First, the Restricted Shares held by all ----- Investors, pro rata based upon the SECnumber of Restricted Shares owned by each such Investor at the time of such registration; (b) The Investors requesting a registration pursuant to this Section may, in the notice delivered pursuant to paragraph (a) above, elect that such registration cover an underwritten offering. Upon such election, such Investors shall select one or more nationally recognized firms of investment banks to act as the managing underwriters and shall select any additional investment banks to be used in connection with such offering, provided that such investment banks must be reasonably satisfactory to the Company. The Company shall, together with all Investors proposing to sell Restricted Shares in such offering, enter into a customary underwriting agreement with such underwriters. (iic) If, at any time prior A requested registration under this Section may be rescinded by written notice to the effectiveness of Company by the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities Investors holding in the aggregate a majority of the Registrable Securities subject Restricted Shares to be included in such registrationregistration under the following circumstances: (A) If such registration statement is rescinded prior to the filing date, such rescinded registration shall not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) above; (B) If such registration statement is rescinded after the Company shall promptly withdraw such Registration Statement filing date but prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by effective date, such holders of Registrable Securities) rescinded registration shall have the opportunity to again request not count as a registration statement initiated pursuant to this Section 3(a)(ifor purposes of paragraph (a) upon reimbursement to above if the participating Investors (x) have reimbursed the Company of for all of the Company's out-of-pocket expenses incurred by the Company in connection with such rescinded registration or (y) (1) reasonably believed that the preparation registration statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified the Company of such withdrawn Registration Statement, and, upon such reimbursement, fact and requested that the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission; and (C) A registration shall comply with any not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) above unless it becomes effective and the participating Investors are able to sell at least 80% of the Restricted Shares sought to be included in such request in accordance with Section 3(a)(i)registration statement.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, If the Company shall on no more than one occasionreceive a written request from the DLJMB Members (such requesting person, the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholders have requested registration under this paragraph Section 1.01, and (c)(i). Such Registration Statement shall remain effective until ii) subject to the first restrictions set forth in Sections 1.01(e) and 1.02, all other Registrable Securities of the same class as those requested to occur be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered; provided that, subject to Section 1.01(d) hereof, the Company shall not be obligated to effect (x) more than six Demand Registrations, (y) more than one Demand Registration during any four-month period, or (z) any Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration Statement are at least (A) $50 million if such Demand Registration would constitute the Initial Public Offering, or (B) $20 million in any Demand Registration other than the date one year following the date such Registration Statement was declared effective by the SECInitial Public Offering. (iib) IfPromptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall promptly withdraw be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration Statement prior is effected. (d) A Demand Registration shall not be deemed to its effectiveness. Any holders have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities holding of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities which represent at least included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(e) such that less than 50% of the aggregate of all Registrable Securities of the Registrable Securities Requesting Stockholders sought to be included in such registration are included. (assuming conversion of all of e) If a Demand Registration involves a Public Offering and the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of all Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the Company's out-of-pocket expenses incurred in connection with price at which such shares can be sold (the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall comply with any include in such request registration, in accordance with Section 3(a)(ithe priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Company.

Demand Registration. (ia) At any time on following the Closing Date and as many times as may be required for the disposition of all Registrable Securities, the Initiating Holders may give a written request to the Company to effect the registration under the Securities Act of all or after any portion of such Holder’s Registrable Securities, which written request shall specify the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder number of Registrable Securities holding Registrable Securities which represent at least 50% to be registered and the intended method of the aggregate of all of the Registrable Securities disposition thereof (assuming conversion of all of the Notes held by each such holders of Registrable Securities) may give written notice registration shall be referred to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (herein as a "“Demand Registration"”); provided that, and thereuponsubject to Section 2.1(d), the Company shall on no more not be obligated to effect any Demand Registration (w) with respect to Registrable Securities that are subject to transfer restrictions (other than one occasionthose pursuant to the Securities Act or applicable state or other securities laws) pursuant to this Agreement or the ModSpace Warrant Agreement, as expeditiously as possibleapplicable, (Ax) provide written notice within 90 days after the effective date of a previous Registration Statement (or such shorter period as the Company may determine in its sole discretion) pursuant to all holders of Registrable Securities who have not so requested registration, which the Holders were permitted to register the offer and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities sale under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all and actually sold at least 75% of the Registrable Securities registered under requested to be included therein by such Registration Statement Holders or (By) as provided in Section 2.1(f). Thereafter, the date one year following Company shall promptly, and in any event, within five (5) days after receiving such request, give written notice of the date such proposed registration to all other Holders and all Existing Investors, which Existing Investors shall have piggyback rights with respect thereto pursuant to Section 2.3 of the Existing Agreement, and use its reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of: (i) first, all Registrable Securities for which the requesting Initiating Holder(s) has requested a Demand Registration Statement was declared effective by the SEC.under this Section 2.1; (ii) Ifsecond, at the number of Existing Investor Securities requested by any Existing Investor specified in a written request received by the Company within five (5) days after written notice regarding such Existing Investor’s piggyback rights with respect to such Demand Registration pursuant to Section 2.3 of the Existing Agreement to be included in such Demand Registration by any such Existing Investor equal to the difference between the Maximum Offering Size and number of Registrable Securities requested to be included in such Demand Registration pursuant to clause (i) above, based on the pro rata percentage of Exisiting Investor Securities held by such Existing Investors (determined based on the aggregate number of Existing Investor Securities held by each such Existing Investor); (iii) third, the number of Registrable Securities requested by any other Holder specified in a written request received by the Company within five (5) days after written notice regarding such other Holder’s piggyback rights with respect to such Demand Registration pursuant to Section 2.3 of this Agreement to be included in such Demand Registration by such other Holders equal to the difference between the Maximum Offering Size and the number of Registrable Securities and Existing Investor Securities requested pursuant to clauses (i) and (ii) above, based on the pro rata percentage of Registrable Securities held by such other Holders (determined based on the aggregate number of Registrable Securities held by each such other Holder); and (iv) fourth, any Common Stock to be offered or sold by the Company; to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. At any time the Company is eligible for use of an Automatic Shelf Registration Statement, if specified in such notice for a Demand Registration, such registration shall occur on such form. (b) At any time prior to the effectiveness effective date of the Registration Statement referred relating to such Demand Registration, any requesting Holder may, upon notice to the Company, revoke its request in Section 3(a)(i), whole or in part with respect to the holders number of shares of Registrable Securities holding requested by such requesting Holder to be included in such Registration Statement. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Demand Registration becomes effective. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the aggregate Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained continuously effective for a majority period of at least (x) 180 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder) or (y) with respect to a Shelf Registration, until the date set forth in Section 2.5(a)(ii); provided that such Registration Statement shall not be considered a Demand Registration if, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities subject included in such Registration Statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.1(e) such that less than 66.67% of the Registrable Securities of the Holders sought to be included in such registrationregistration are included. (e) The Company shall not include in any Demand Registration or Shelf Registration any securities that are not Registrable Securities or Existing Investor Securities without the prior written consent of the Holders of the Registrable Securities included in such Demand Registration or Shelf Registration. If a Demand Registration involves a Public Offering and the lead managing underwriter advises the Company and the Holders of the Registrable Securities included in such Demand Registration that, in its view, the number of shares of Registrable Securities and Existing Investor Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a material and adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall promptly withdraw include in such Registration Statement prior registration, up to its effectiveness. Any holders of the Maximum Offering Size, Registrable Securities holding Registrable and Existing Investor Securities which represent at least 50% in the order of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by priority described in Sections 2.1(a)(i)-(iii), above. The lead managing underwriter or underwriters selected for such holders of Registrable Securities) registration shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request be selected in accordance with Section 3(a)(i2.5(f). (f) The Company may postpone for up to 60 days (i) the filing or effectiveness of a Registration Statement for a Demand Registration or Shelf Registration (except the Shelf Registration pursuant to Section 2.2(a)(I)) or (ii) the commencement of a Shelf Public Offering if the Board of Directors of the Company determines in its reasonable good faith judgment that such Demand Registration, Shelf Registration or Shelf Public Offering, as applicable, (i) materially interferes with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) requires premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) renders the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Initiating Holders shall be entitled to withdraw their request therefor and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration, Shelf Registration or Shelf Public Offering hereunder only twice in any period of twelve (12) consecutive months.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If one Shareholder or a group of this Section 3 is terminated, any holder of Registrable Securities Shareholders holding Registrable Securities which represent at least 50not less than 15% of the aggregate of all then Registrable Securities (the “Demand Requesting Shareholders”) request that the Company file a registration statement (a “Demand Registration”) and the Company is not eligible to use Form S-3 (or a successor to Form S-3) in connection with the resale of the Registrable Securities to be sold pursuant to the registration statement, the Company: (assuming conversion of all i) shall promptly give notice thereof at least ten Business Days prior to the anticipated filing date of the Notes held by registration statement relating to such holders Demand Registration to all Shareholders (not including the Demand Requesting Shareholders); (ii) shall file such registration statement under the Securities Act within 45 days after the occurrence of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them such request; and (yiii) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company thereupon shall on no more than one occasionuse its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (1) subject to the restrictions set forth in Sections 2.01(e), all Registrable Securities for which the Demand Requesting Shareholders have requested registration under this Section 2.01; and (2) subject to the restrictions set forth in Sections 2.01(e), all other Registrable Securities of the same class as those requested to be registered by the Demand Requesting Shareholders that any Shareholders (all such Shareholders, together with the Demand Requesting Shareholders, the “Registering Shareholders”) have requested the Company to register by request received by the Company within seven days after such Shareholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended method of disposition specified by the Registering Shareholders of the Registrable Securities) so to be registered. (b) Promptly after the expiration of the seven-day period referred to in clause (ii) of Section 2.01(a)(2), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Demand Requesting Shareholders (by majority vote) may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Demand Requesting Shareholders or any other Shareholder or Shareholders reimburse the Company for all Registration Expenses of such revoked request. (c) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, unless the Demand Requesting Shareholders elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A Demand Registration shall not be deemed to have occurred: (1) unless the registration statement relating thereto (A) provide written notice to all holders of Registrable has become effective under the Securities who have not so requested registration, and allow such holders the opportunity to participate in such registrationAct, and (B) use its best efforts to effect the registration has remained effective for a period of at least 180 days (or such shorter period in which all such Registrable Securities under of the Securities ActRegistering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such Registration Statement to become effective not later registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (2) less than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all 75% of the Registrable Securities registered under included in such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC.registration statement have been sold thereunder; or (ii2) If, at any time prior to if the effectiveness of the Registration Statement referred to Maximum Offering Size is reduced in accordance with Section 3(a)(i), the holders of Registrable Securities holding in the aggregate 2.01(e) such that less than a majority of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten Public Offering, the holders of a majority of the Registrable Securities to be sold in the Public Offering shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering, subject to consent of the Company, which consent will not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Registering Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registrationregistration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall promptly withdraw include in such Registration Statement prior registration, in the priority listed below, up to its effectiveness. Any holders the Maximum Offering Size: (1) first, all Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable Securities holding held by each such Shareholder); and (2) second, any securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement). (f) Upon notice to the Registering Shareholders, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) the Company reasonably determines that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) Notwithstanding anything that may be to the contrary in this Article 2, if the Common Shares are then listed on a national securities exchange and Rule 144 is available in connection with a sale of Registrable Securities, then the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities which represent requested to be included in such Demand Registration equals or exceeds $20,000,000 or such lesser amount that constitutes all the Registrable Securities of the Demand Requesting Shareholders (provided that such lesser amount is at least 50% of the aggregate of $10,000,000) or all of the Registrable Securities then outstanding. Notwithstanding anything that may be to the contrary in this Article 2, the Company shall not be required to effect (assuming conversion of all of the Notes held by such holders of Registrable SecuritiesA) shall have the opportunity to again request more than one registration pursuant to Section 3(a)(i2.01 hereunder within any six-month period, or (B) upon reimbursement more than three Demand Registrations hereunder in the aggregate. (h) Notwithstanding anything that may be to the Company of all of the Company's out-of-pocket expenses incurred contrary in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursementthis Article 2, the Company shall comply with not be obligated to register any such request Registrable Securities unless the holder thereof has notified the Company in accordance with Section 3(a)(i)writing of its intended method of distribution in a timely manner.

Demand Registration. (ia) At any time on or after the twoearlier of (i) three (3) years from the date hereof or (ii) one hundred eighty (180) days after the consummation by the Company of its Initial Public Offering, if the Company shall receive a written request from, in the case of clause (i), Stockholders holding more than forty-year period for which the Shelf Registration referred to in paragraph nine percent (a49%) of this Section 3 is terminated, any holder of the then outstanding Registrable Securities and, in the case of clause (ii), Stockholders holding Registrable Securities which represent at least 50% more than twenty percent (20%) of the aggregate of all of the then outstanding Registrable Securities (assuming conversion such requesting Persons, the “Requesting Stockholders”) that the Company effect the registration under the Securities Act of all or any portion of the Notes held by such holders of Requesting Stockholders’ Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponspecifying the intended method of disposition thereof, then the Company shall on no more than one occasionpromptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (Ai) provide written notice to all holders of Registrable Securities who for which the Requesting Stockholders have not requested registration under this Section 5.01, and (ii) subject to the restrictions set forth in Sections 5.01(e), all other Registrable Securities that any other Stockholders (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within thirty (30) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so requested registrationto be registered; provided that no Person may participate in any registration statement pursuant to this Section 5.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as apply to the Requesting Stockholders; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and allow encumbrances, (ii) such holders Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect more than three Demand Registrations (other than short-form registrations on Form S-3 and such additional registrations, if applicable, to provide each Initial Investor with the opportunity to participate in such registrationat least one Demand Registration and provided that no Demand Registration shall be made within 180 days of a prior Demand Registration), and (B) use its best efforts or any Demand Registration unless the aggregate gross proceeds expected to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months be received from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under requested to be included by all Registering Stockholders in such Demand Registration Statement are at least (A) $50 million if such Demand Registration would constitute the Initial Public Offering, or (B) $25 million in any Demand Registration other than the date one year following the date such Registration Statement was declared effective by the SECInitial Public Offering. (iib) IfPromptly after the expiration of the thirty (30) Business Day period referred to in Section 5.01(a)(ii) hereof, at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred registration statement relating to in Section 3(a)(i)such registration, the holders of Registrable Securities holding in the aggregate a majority of the Requesting Stockholders may revoke such request without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities subject of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than seventy-five percent (75%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Demand Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) such that less than fifty percent (50%) of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (e) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size; (i) first, all Registrable Securities requested to be registered by the Requesting Stockholders (allocated, if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Stockholders (allocated, if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such other Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (iii) third, all Registrable Securities proposed to be registered by the Company. (f) The Company may defer the filing (but not the preparation) of a registration statement required by Section 5.01 until a date not later than one hundred twenty (120) days after the date which is thirty (30) days after the request to file registration statement if (i) at the time the Company receives the request to register shares, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders, or (ii) prior to receiving the request to register shares, the Board had determined to effect a registered underwritten Public Offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 5.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 5.01(f), the Company shall promptly withdraw (but in any event within ten (10) days), upon determining to seek such Registration Statement prior deferral, deliver to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% each Requesting Stockholder a certificate signed by an executive officer of the aggregate of all Company stating that the Company is deferring such filing pursuant to this Section 5.01(f) and a general statement of the Registrable Securities (assuming conversion of all reason for such deferral and an approximation of the Notes held by such holders anticipated delay. The Company may defer the filing of Registrable Securities) shall have the opportunity to again request a particular registration statement pursuant to this Section 3(a)(i5.01(f) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)only once.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, If at any holder of Registrable Securities holding Registrable Securities which represent at least 50% time following the Closing of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponPurchase Agreement, the Company shall on no more than one occasionreceive a request (a “Demand Notice”) from the Stockholder (referred to herein as the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 2 Business Days prior to the anticipated pricing date of the offering relating to such Demand Registration to any other stockholders having similar rights and thereupon shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholder has requested registration under this paragraph Section 2.01; and (c)(i). Such ii) subject to the restrictions set forth in Sections 2.01(d) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholder that any stockholders with rights to request registration (all such stockholders, together with the Requesting Stockholder, and any stockholders participating in a Piggyback Registration Statement shall remain effective until pursuant to Section 2.02, the first “Registering Stockholders”) have requested the Company to occur register by request received by the Company within one (1) Business Day after such Registering Stockholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) Ifso to be registered; provided, at any time prior however, that, subject to the effectiveness of the Registration Statement referred to in Section 3(a)(i2.01(c), the holders of Registrable Securities holding in Company shall not be obligated to effect more than one Demand Registration within a 12 month period requested by the aggregate Stockholder; and further provided, that a majority Demand Notice may only be made if the sale of the Registrable Securities subject requested to such registration, be registered in the aggregate is reasonably expected to result in gross cash proceeds in excess of $10,000,000. The Company shall promptly withdraw such be liable for and pay all Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred Expenses in connection with the preparation any Demand Registration, regardless of whether such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)is effectuated.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, If the Company shall on no more than one occasionreceive a written request from the DLJMB Stockholders (such requesting person, the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholders have requested registration under this paragraph Section 1.01, and (c)(i). Such Registration Statement shall remain effective until ii) subject to the first restrictions set forth in Sections 1.01(e) and 1.02, all other Registrable Securities of the same class as those requested to occur be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such so to be registered; provided that, subject to Section 1.01(d) hereof, the Company shall not be obligated to effect (x) more than six Demand Registrations, (y) more than one Demand Registration Statement during any four-month period, or (Bz) any Demand Registration unless the date one year following aggregate gross proceeds expected to be received from the date sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration Statement was declared effective by are at least $20 million in any Demand Registration other than the SECInitial Public Offering. (iib) IfPromptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall promptly withdraw be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Demand Registration Statement prior is effected. (d) A Demand Registration shall not be deemed to its effectiveness. Any holders have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities holding of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities which represent at least included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(e) such that less than 50% of the aggregate of all Registrable Securities of the Registrable Securities Requesting Stockholders sought to be included in such registration are included. (assuming conversion of all of e) If a Demand Registration involves a Public Offering and the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of all Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the Company's out-of-pocket expenses incurred in connection with price at which such shares can be sold (the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall comply with any include in such request registration, in accordance with Section 3(a)(ithe priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Company.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, If the Company shall on no more than one occasionreceive a request (a “Registration Request”) from an Investor Party (the “Requesting Investor”) that the Company effect the registration under the Securities Act of all or any portion of such Investor Party’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such Registration Request to each other Investor Party, and thereafter the Company shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, Act of (each such Registration Statement registration shall be referred to become effective not later than three months from herein as a “Demand Registration”): (i) all Registrable Securities for which the date of such request Requesting Investor has requested registration under this paragraph Section 4.01 and (c)(iii) all other Registrable Securities that Investor Parties have requested the Company to register by request received by the Company within 10 Business Days after such holder receives the Company’s notice of the Demand Registration (all such Investor Parties together with the Requesting Investor, and any Investor Parties participating in a Piggyback Registration pursuant to Section 4.03, the “Registering Investors”). Such Registration Statement shall remain effective until , all to the first extent necessary to occur of permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such so to be registered; provided that, (i) subject to Section 4.01(d), the Company shall not be obligated to effect more than (i) two Demand Registrations in any calendar year, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted and (Bii) the date one year following Company shall not be obligated to effect a Demand Registration unless the date aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration Statement was declared effective by the SECequals or exceeds $30,000,000. (iib) IfPromptly after the expiration of the 15 Business Day period referred to in Section 4.01(a)(ii), at the Company shall notify all Registering Investors of the identities of the other Registering Investors and the number of shares of Registrable Securities requested to be included in the Demand Registration. At any time prior to the effectiveness effective date of the Registration Statement referred relating to a Demand Registration, the Requesting Investor may revoke its Registration Request, without liability to any of the other Registering Investors, by providing a notice to the Company revoking such Registration Request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Requesting Investor reimburses the Company for all Registration Expenses of such revoked request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 3(a)(i4.02(b)(ii), . (d) A Demand Registration shall not be deemed to have occurred: (i) unless the holders Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities holding included in the aggregate such registration have actually been sold thereunder); provided that such Registration Statement shall not be considered a majority Demand Registration if, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of any Governmental Authority and (2) less than 75% of the Registrable Securities subject included in such Registration Statement have been sold thereunder; (ii) if the Maximum Offering Size is reduced in accordance with Section 4.01(e) such that less than 75% of the Registrable Securities sought to be included in such registrationregistration are included; or (iii) as permitted pursuant to Section 4.01(b) or 4.01(f). (e) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Registering Investors that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall promptly withdraw include in such Registration Statement prior registration, in the priority listed below, up to its effectiveness. Any holders of the Maximum Offering Size: (i) first, all Registrable Securities holding Registrable Securities which represent at least 50% requested to be registered by the Registering Investors (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Investors on the basis of their Relative Investor Ownership); (ii) second, any securities proposed to be registered by the aggregate Company; and (iii) third, any securities proposed to be registered for the account of all of any other Persons, with such priorities among them as the Registrable Securities Company shall determine. (assuming conversion of all of f) Upon notice to each Registering Investor (the Notes held by such holders of Registrable Securities) shall have “Delay Notice”), the opportunity to again request Company may postpone effecting a registration pursuant to this Section 3(a)(i) upon reimbursement 4.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed and provided that such periods in the aggregate shall not exceed 90 days in any period of twelve consecutive months), if the filing, initial effectiveness or continued use of a Registration Statement relating to a Demand Registration would require the Company of all to make an Adverse Disclosure (a “Demand Suspension”). No Registration Statement filed and subsequently withdrawn pursuant to this Section 4.01(f) shall count as a Demand Registration. The Registering Investors agree to suspend use of the Company's out-of-pocket expenses incurred applicable Prospectus in connection with the preparation of such withdrawn Registration Statementany sale or purchase, andor offer to sell or purchase, Registrable Securities, upon receipt of the Delay Notice. The Company shall immediately notify the Registering Investors upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to each Registering Investor such reimbursementnumbers of copies of the Prospectus as so amended or supplemented as such Registering Investor may reasonably request. The Company shall, if necessary, supplement or make amendments to the Registration Statement relating to the Demand Registration, if required by the registration form used by the Company shall comply with any for the Demand Registration or by the instructions applicable to such request in accordance with Section 3(a)(i)registration form or by the Securities Act.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) The Shareholders shall each have the right to request on an unlimited number of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to occasions that the Company (x) of their intention to transfer file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities Shares held by them (or obtained by that would be held upon conversion of Notes held any securities into Registrable Shares) by them and such Shareholder once such Shareholder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (ywhich may be due to the expiration or waiver of such lock-up with respect to such Registrable Shares) requesting the registration of said Registrable Securities (a "“Demand Notice”) by delivering a written request to the Company specifying the number of Registrable Shares such Shareholder wishes to Register and the intended method of distribution thereof (a “Demand Registration"” and the Shareholder submitting such Demand Registration, the “Initiating Holder”). The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration (the “Company Notice”) to all Shareholders other than the relevant Initiating Holder (the “Eligible Holders”), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (Bii) use its reasonable best efforts to effect file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, provided that all necessary documents for the registration of all can be obtained and prepared within such Registrable Securities under the Securities Act, 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective not later than three months as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Shares that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate (i) in its sole discretion, the managing underwriter for such offering, subject to there being no reasonable objection from the date Shareholders holding a majority of Registrable Shares referred to in the Demand Notice and (ii) in its reasonable discretion, the underwriters for such request under this paragraph offering, provided that the Shareholders agree that the designation of XP Investments US, LLC and Itaú BBA USA Securities, Inc., or either of them separately, as an underwriter or underwriters, as the case may be, shall at all times be reasonable; provided, however, that in connection with a Block Trade pursuant to a Block Trade Notice delivered by the Itaú Shareholders as Initiating Holders in accordance with Section 3 below, the Itaú Shareholders may designate in their sole discretion, the underwriters for such offering. (c)(i). Such b) The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a) in a 12 -month period; or (ii) any Registration Statement shall remain effective until pursuant to Section 2(a) during any period in which any other registration statement (other than on Form F-4 or Form S-8 promulgated under the first Securities Act or any successor forms thereto) pursuant to occur of which Shares are to be or were sold under the Securities Act (A) has been filed and not withdrawn or has been declared effective within the sale prior 180 days and (B) in connection with any such registration statement that has not been declared effective, the Company is in good faith using commercially reasonable efforts to cause such registration statement to become effective. The Registrable Shares requested to be Registered pursuant to Section 2(a) (including, for the avoidance of doubt, the Registrable Shares of Eligible Holders requested to be registered) must represent (i) an aggregate offering price of Registrable Shares that is reasonably expected to equal at least $25,000,000 or (ii) all of the remaining Registrable Shares owned by the Initiating Holder and its Affiliates or that would be owned upon conversion of all of the Registrable Securities registered under Class B Common Shares held by the Initiating Holder and its Affiliates into Class A Common Shares. (c) With respect to any registration pursuant to Section 2(a), the Company may include in such Registration Statement registration any Primary Shares or (BOther Shares; provided, however, that if the managing underwriter or underwriters formally advise(s) the date one year Company in writing and with sufficient explanation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including, but not limited to, pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the date such Registration Statement was declared effective Registrable Shares held by the SEC.Shareholders requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Registrable Shares owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares held by the Shareholders to be included in such underwriting shall not be reduced unless all Primary Shares and Other Shares are first entirely excluded from the underwriting; (ii) Ifsecond, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration shall not be counted as “effected” for the purposes of this Section 2 and shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the underwriter’s cutback provisions in this clause (c), fewer than 25% of the total number of Registrable Shares that the Shareholders have requested to be included in such registration statement are actually included. (d) A requested registration under this Section 2 may be rescinded at any time prior to such registration being declared effective by the effectiveness SEC by written notice to the Company from those Shareholders who initiated the request, at their discretion; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, 2(b)(i) above if the Company shall promptly withdraw have been reimbursed (pro rata by the Shareholders requesting registration or in such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of other proportion as they may agree) for all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the preparation time of such withdrawn Registration Statement, and, upon such reimbursementrescission, the Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rescinded registration and such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of clause (i) of subsection (b). (e) The Company shall comply be deemed to have effected a Registration for purposes of Section 2(a) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with any such request in accordance with Section 3(a)(ithe SEC, and remains effective until the earlier of (i) the date when all Registrable Shares thereunder have been sold and (ii) 60 days from the effective date of the Registration Statement (the “Registration Period”). (f) In the event that the Company intends to effect a Registration for purposes of Section 2(a) by means of an Underwritten Offering, no Holder may include Registrable Shares in such Registration unless such Holder, subject to the limitations set forth in Section 9, (i) agrees to sell its Registrable Shares on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required and in customary form under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable and customary requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement).

Demand Registration. (ia) At any time on following the expiration of the Disposition Restriction Period, if the Company is unable to file, cause to be effective or after maintain the two-year period for which the effectiveness of a Shelf Registration referred to in paragraph (a) of this Statement as required under Section 3 is terminated5.1 hereof, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of Investors’ Representative shall have the Registrable Securities (assuming conversion of all of the Notes held right, by such holders of Registrable Securities) may give delivering a written notice to the Company (xa “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Investors and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect more than two (2) of their intention Demand Registrations for underwritten offerings pursuant to transfer all or part this Section 5.2(a); and, provided, further, that the Investors shall not be entitled to deliver to the Company more than one (1) Demand Registration in any twelve (12) month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by them the Investors’ Representative is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or obtained by conversion commission); and provided, further that the Investors shall not be entitled to request more than two (2) Company Supported Distributions in the aggregate (including underwritten Demand Registrations). A Demand Notice shall also specify the expected method or methods of Notes held by them and (y) requesting disposition of the registration applicable Registrable Securities. Following receipt of said Registrable Securities (a "Demand Registration"), and thereuponNotice, the Company shall on no more than one occasionuse commercially reasonable efforts to file, as expeditiously promptly as possiblereasonably practicable, (A) provide written notice but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to all holders the offer and sale of the Registrable Securities who have not so requested registration, to be included therein by the Investors thereof in accordance with the methods of distribution elected by such Investors (a “Demand Registration Statement”) and allow such holders the opportunity to participate in such registration, and (B) shall use its best commercially reasonable efforts to effect the registration of all such Registrable Securities under the Securities Act, cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof, it being agreed that if any Investor intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall cooperate with such Investor to facilitate such distribution, including but not later than three months from limited to the date of such request under this paragraph actions required pursuant to Section 5.5(a)(viii) and, if a Company Supported Distribution is requested, Section 5.5(a)(xiv). (c)(i). Such Registration Statement shall remain effective until the first to occur of (Ab) the sale of all If any of the Registrable Securities registered under pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Investors in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (Bi) first, the date one year following the date Registrable Securities for which inclusion in such Registration Statement underwritten offering was declared effective requested by the SEC.Investors, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Investor; and (ii) Ifsecond, at among any time prior holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities; provided that, in the event that, due to the effectiveness of the Registration Statement referred to a cutback in Section 3(a)(iaccordance with this clause (c), the holders of Registrable Securities holding in the aggregate a majority Investors are unable to sell at least 90% of the Registrable Securities subject initially proposed to be sold in a Company Supported Distribution, such registrationoffering shall not constitute a Company Supported Distribution and count against the limit thereof. (c) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Investors’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement prior and such withdrawn registration shall not count against the limit of Demand Registrations or Company Supported Distributions, as applicable; provided, however, that the Company shall not be required to its effectiveness. Any holders pay for expenses of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request any registration proceeding begun pursuant to Section 3(a)(i5.2(a) upon reimbursement hereof, which has been subsequently withdrawn pursuant to this Section 5.2(d) at the Company of all request of the Company's Investors’ Representative, and shall be reimbursed by the Investors whose Registrable Securities were intended to be included in the Demand Registration Statement for reasonable and documented out-of-pocket expenses incurred in connection (including legal fees and printing expenses) so incurred, unless the withdrawal is based upon material adverse information concerning the Company that the Company has not publicly disclosed at least five (5) Business Days prior to the Company’s receipt of such withdrawal request. (e) Notwithstanding anything contained herein to the contrary, with the preparation prior written consent of such withdrawn Registration Statementthe Investors’ Representative (which consent shall not be unreasonably withheld, and, upon such reimbursementconditioned or delayed), the Company shall comply be entitled to coordinate any offerings under this Section 5.2 with any such request in accordance offerings to be effected pursuant to similar agreements with Section 3(a)(i)the holders of Other Securities, including, if practicable, by filing one Registration Statement for all Other Securities.

Demand Registration. (a) (i) At any time on or SAP and its Affiliated Companies shall have the right, after the two-180 day period following the IPO Date (or such other period as may be requested by the Company or an underwriter to facilitate compliance with applicable FINRA rules, or any successor provisions or amendments thereto), and (ii) Silver Lake and its Affiliated Companies shall have the right, after the two year period for following the IPO Date, to request in writing (a “Request”) (which request shall specify the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding intended to be disposed of by such requesting Holder, and the intended method of distribution thereof, including in a Rule 415 Offering, if the Company is then eligible to register such Registrable Securities which represent on Form S-3 (or a successor form) for such offering) that the Company register such portion of the requesting Holder’s Registrable Securities as shall be specified in the Request (a “Demand Registration”) by filing with the SEC, as soon as practicable (the “Filing Date”) after the receipt of such a Request by the Company, a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and the Company shall use its reasonable best efforts to have such Demand Registration Statement become effective with the SEC concurrently with filing or as soon as practicable thereafter, and, subject to Section 3.4, to keep such Demand Registration Statement Continuously Effective for a period of at least 50% 24 months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the aggregate of date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities (assuming conversion of all of the Notes held covered by such holders Demand Registration Statement shall have been sold pursuant thereto) (provided that such period shall be extended for a period of Registrable Securities) may give written notice time equal to the Company (x) of their intention to transfer all or part of period the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders Holder of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate refrains from selling any securities included in such registrationregistration statement at the request of the Company or the Underwriters’ Representative pursuant to the provisions of this Agreement), and (B) use its best efforts including, if necessary, by filing with the SEC a post-effective amendment or a supplement to effect the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration of all form used by the Company for such Registrable Securities under Demand Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, that such Registration Statement to become effective not later than three months from period during which the date of such request under this paragraph (c)(i). Such Demand Registration Statement shall remain effective until Continuously Effective shall, in the first case of an Underwritten Offering, and subject to occur Section 3.4, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of counsel to the underwriters, any prospectus delivery requirements imposed by applicable law. (b) The Company shall not be obligated to effect more than two Demand Registrations in any calendar year for Silver Lake or more than one Demand Registration for SAP in any calendar quarter. For purposes of the preceding sentence, a Demand Registration shall not be deemed to have been effected for SAP and its Affiliated Companies or Silver Lake and its Affiliated Companies (and, therefore, not requested for purposes of paragraph (a) above), (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to SAP or its Affiliated Companies, or to Silver Lake or its Affiliated Companies, as the case may be, and such effect is not thereafter eliminated or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any offering pursuant to such registration are not satisfied or waived other than by reason of a failure on the part of SAP or its Affiliated Companies, or Silver Lake and its Affiliated Companies, as the case may be. If the Company shall have complied with its obligations under ARTICLE III, a right to a Demand Registration pursuant to this Section 3.1 shall be deemed to have been satisfied upon the earlier of (Ai) the sale date as of which all of the Registrable Securities registered under such included therein shall have been sold to the underwriters or distributed pursuant to the Demand Registration Statement and (ii) the date as of which such Demand Registration Statement shall have been effective for an aggregate period of at least 24 months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the effectiveness of such Demand Registration Statement; provided that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Company or the Underwriters’ Representative pursuant to the provisions of this Agreement. (c) Any request made pursuant to this Section 3.1 shall be addressed to the attention of the General Counsel of the Company and shall specify the number of Registrable Securities to be registered (which shall be not less than 0.5% of the outstanding shares of Company Common Stock). (d) Without the prior written consent of SAP, the Company may not include in a Demand Registration pursuant to this Section 3.1 shares of Company Capital Stock for the account of the Company or any Subsidiary of the Company, but, if and to the extent required by a contractual obligation (including Section 3.2), may, subject to compliance with Section 3.1(e), include shares of Company Capital Stock for the account of any other Person who holds shares of Company Capital Stock entitled to be included therein (including any other Holder entitled to be included therein pursuant to Section 3.2); provided, that if the Underwriters’ Representative of any offering described in this Section 3.1 shall have informed the Company and/or the Holder making the Request in writing that in its judgment there is a Maximum Number of shares of Company Capital Stock that SAP and its Affiliated Companies, Silver Lake and its Affiliated Companies, all other Holders and any other Persons entitled to participate in such Demand Registration may include in such offering, then the Company shall include in such Demand Registration: (i) first, (A) the number of Registrable Securities held by SAP and its Affiliated Companies (“SAP Securities”), if any, up to 1% of the aggregate outstanding Company Capital Stock, that are requested to be included in such registration, (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders number of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject held by Silver Lake and its Affiliated Companies (“Silver Lake Securities”), if any, up to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 501% of the aggregate outstanding Company Capital Stock, that are requested to be included in such registration and (C) the number of Registrable Securities held by Q II and its Affiliated Companies (“Q II Securities”), if any, up to 0.25% of the aggregate outstanding Company Capital Stock, that are requested to be included in such registration pursuant to Section 3.2 (clauses (A)-(C) collectively, the “Cap Amount”), except that if the number of shares of Company Capital Stock that may be included in such registration is less than the Cap Amount, the reduction shall be applied pro rata among the SAP Securities, Silver Lake Securities and Q II Securities based on each of their pro rata share of the Cap Amount (i.e., 44.44% SAP Securities/44.44% Silver Lake Securities/11.12% Q II Securities); (ii) second, up to the full number of SAP Securities in excess of the Cap Amount, if any, that are requested to be included in such registration; (iii) third, up to the full number of Silver Lake Securities and Q II Securities in excess of the Cap Amount, if any, that are requested to be included in such registration on a pro rata basis based on the number of shares of Company Capital Stock held by such Holders; (iv) fourth, such number of shares of Company Capital Stock duly requested to be included in such registration by other Persons, pro rata on the basis of the amount of such other shares of Company Capital Stock requested to be included or such other allocation method determined by the Company; and (v) fifth, securities the Company proposes to sell. (e) No Holder may participate in any Underwritten Offering under this Section 3.1 and no other Person shall be permitted to participate in any such offering pursuant to this Section 3.1 unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under Section 3.1 hereof, each participating Holder and the Company and, except in the case of a Rule 415 Offering hereof, each other Selling Holder shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the underwriters. (f) Any Holder having requested the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act pursuant to Section 3.1 or Section 3.2 shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities (assuming conversion of all of the Notes held designated by it for registration by giving written notice to such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement effect to the Company of all of prior to the Company's out-of-pocket expenses incurred in connection with the preparation effective date of such withdrawn Registration Statement, and, upon registration statement. In the event of any such reimbursementwithdrawal, the Company shall comply not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn if any other Holder has requested pursuant to Section 3.1 or Section 3.2 that Registrable Securities be included in such request registration; provided, however, that in accordance with Section 3(a)(i)the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below 0.5% of the outstanding shares of Company Common Stock, then the Company shall as promptly as practicable give each Holder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Holders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities to satisfy the foregoing minimum offering size or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use reasonable best efforts to prevent, the effectiveness thereof.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If at any time following the earlier of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part one hundred and eighty (180) days after the effective date of the Registrable Securities held by them or obtained by conversion of Notes held by them registration statement for a Public Offering and (y) requesting the registration expiration of said the period during which the managing underwriters for such Public Offering shall prohibit the Company from effecting any other public sale or distribution of Registrable Securities (a "Demand Registration"), and thereuponSecurities, the Company shall on no more than one occasionreceive a request from any Investor (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a “Demand Registration”) at least twenty five (25) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (Ai) provide written all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 10.01; and (ii) subject to the restrictions set forth in Section 10.01(e) and Section 10.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under Section 10.01 (all such Shareholders, together with the Requesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to Section 10.02, the “Registering Shareholders”) have requested the Company to register by request received by the Company within twenty (20) Business Days after such Shareholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that, subject to Section 10.01(d), the Company shall not be obligated to effect more than three (3) Demand Registrations for each Investor, other than Demand Registration to be effected pursuant to a Registration Statement on Form F-3, for which an unlimited number of Demand Registrations shall be permitted. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 20-Business Day-period referred to in Section 10.01(a)(ii), the Company will notify all holders Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities who have not so requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and allow pay all Registration Expenses in connection with any Demand Registration, regardless of whether such holders Registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the opportunity registration statement relating thereto (1) has become effective under the Securities Act and (2) has remained effective for a period of at least one hundred and eighty (180) days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than fifty percent (50%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 10.01(e) such that less than fifty percent (50%) of the Registrable Securities of the Requesting Shareholders sought to participate be included in such registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Shareholders; (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Shareholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder); and (iii) third, any securities proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall reasonably determine. (f) Upon notice to each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 10.01 on one occasion during any period of twelve (12) consecutive months for a reasonable time specified in the notice but not exceeding ninety (90) days (which period may not be extended or renewed) (“Deferral Period”), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing (which writing shall be provided to each Requesting Shareholder) that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced, provided that the Company is actively employing in good faith all reasonable efforts to complete such offering of securities, or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, with respect to this subsection (ii), provided that the Company shall furnish to each of the Requesting Shareholders a certificate signed by an authorized senior officer of the Company stating on behalf of the Company that in the good faith judgment of the Company, the Company is in possession of material non-public information and the disclosure of which would not be in the best interests of the Company at the specified time. The Company shall not register any securities for the account of itself or for any other Shareholder during such ninety (90) day Deferral Period. For clarification only, a demand right shall not be deemed to have been exercised until such deferred registration shall have been effected. (g) At any time following the consummation of the initial Public Offering and when the Company is eligible to use a Form F-3 registration statement, each Investor may request the Company in writing to file an unlimited number of Registration Statements on Form F-3 (or any successor form to Form F-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the Company is entitled to use Form F-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly give written notice of the proposed registration to all other Shareholders and (Bii) use its best efforts as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request to be registered and qualified for sale and distribution in such jurisdictions as such Investor may reasonably request. Each Investor may at any time, and from time to time, require the Company to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(ig).

Demand Registration. (i) At If at any time on or after 180 days from the two-year period for which date of ------------------- this Agreement the Shelf Registration referred to Company shall be requested in paragraph writing by LCO (a) of this Section 3 is terminated, and LCO then holds any holder of issued and outstanding Registrable Securities holding Registrable Securities which represent at least 50% such time) to effect the registration under the Act of shares of the Company's Common Stock then owned by Holder (which request shall specify the aggregate number of all shares intended to be offered and sold by Holder, shall describe the nature or method of the Registrable Securities (assuming conversion of proposed offer and sale thereof and shall contain an undertaking by Holder to cooperate fully with the Company in order to permit the Company to comply with all applicable requirements of the Notes held by such holders of Registrable Securities) may give written notice Act and the rules and regulations thereunder and to the Company (x) of their intention to transfer all or part obtain acceleration of the Registrable Securities held by them or obtained by conversion effective date of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"statement contemplated thereby), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities securities on an appropriate form under the Securities Act, such Registration Statement provided that: 2.1 LCO's rights under this Section 2 shall be exercisable only if the shares as to become effective not later than three months from which LCO requests registration have an aggregate value of at least $500,000 based on the average of the closing sale price for the Company's common stock as listed on the American Stock Exchange or any other exchange on which the Company's common stock then may be traded for the thirty (30) trading- day period immediately preceding the date of such request for registration; 2.2 The independent members of the Company's Board of Directors, with the advice of such investment bankers or securities professionals as the Board shall deem necessary, shall have determined in good faith that the cost of complying with the request for registration under this paragraph Section 2 would not have a materially adverse effect upon the Company, its operations or the market for the Company's common stock, provided, however, that if the independent members of the Company's Board of Directors determine in good faith that the cost of complying with the request for registration would have a material adverse effect upon the Company, its operations or the market for the Company's common stock, the Company may decline Holder's request to register Holder's Registrable Securities under the Act, provided further, however, that in such event the Company may not thereafter again decline LCO's request for registration based upon this Section so long as such subsequent request is received by the Company more than 120 days after LCO's request for registration which was declined based upon this Section; 2.3 LCO shall be entitled to three demand registrations, provided that registrations two and three may be effected on Form S-3 or its then equivalent form promulgated by the SEC and, provided further, that any request for registration pursuant to this Section 2 which does not result in the declaration of effectiveness of a registration statement (c)(i). Such Registration Statement shall remain effective until which effectiveness is maintained continuously for at least 120 days or such shorter period ending when all shares to which LCO has requested registration in accordance herewith have been sold in accordance with such registration) covering the first to occur of (A) the offer and sale of all shares owned by Holder and requested to be included in such registration statement, whether as a result of the Registrable Securities registered under such Registration Statement or (B) withdrawal of the date one year following the date such Registration Statement was declared effective registration statement by the SEC. (ii) If, at Company or through other action or inaction of the Company or for any time prior other reason except for the voluntary decision of Holder to terminate the registration after the request for such registration has been delivered to the effectiveness Company, shall not be counted in determining the number of times registration rights have been exercised pursuant to this Section 2; 2.4 The Company shall be entitled to postpone the Registration Statement referred filing of any registration statement otherwise required to in be prepared and filed by it pursuant to this Section 3(a)(i)2, if at the holders of Registrable Securities holding in the aggregate time it receives a majority of the Registrable Securities subject to request for such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all independent members of the Company's out-of-pocket expenses incurred in connection Board of Directors determine that such registration and offering would materially interfere with any existing or then presently contemplated financing, acquisition, corporate reorganization or other material transaction involving the preparation Company, and the Company promptly gives LCO written notice of such withdrawn Registration Statementdetermination, provided, however, that such postponement shall not extend beyond the time that such material interference continues to exist; and 2.5 LCO shall have no right to demand registration with respect to any shares within ninety (90) calendar days after the effective date of any registration statement previously filed by the Company, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)other than a registration statement on Form S-8 or similar form.

Demand Registration. (a) From and after January 1, 2001, the Holders of at least 66 2/3% of the then outstanding Registrable Securities may notify the Company in writing that such Holders desire for the Company, to cause all or a portion of such notifying Holders' Registrable Securities to be registered for sale to the public under the Securities Act. Upon receipt of such written request, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. The Company will, promptly following the expiration of such twenty day period, prepare and file subject to the provisions of this Section 1, and use its best efforts to prosecute to effectiveness, in appropriate filing, with the SEC of a registration statement covering such Registrable Securities and the proposed sale or distribution thereof under the Securities Act. (b) Notwithstanding anything in this Section 1.2 to the contrary, the Company shall not be obligated to prepare or File any registration statement pursuant to this Section 1.2 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgement of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities Pursuant thereto, (i) At would materially, adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby, of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any time on supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.2 for no longer than 180 days (but only once in every twelve month period) after the two-year period for which the Shelf Registration referred to delivery of such demand notice. (c) Notwithstanding anything in paragraph (a) of this Section 3 1.2 to the contrary: (i) the Company shall not be required to effect the registration of the Registrable Securities pursuant to this Section 1.2 more than one time in any twelve month period and no more than three times in the aggregate; and (ii) the Company shall not be required to effect any such registration unless at least $10 million of Registrable Securities are to be sold in such registration (with such amount being determined based on the market price of the Common Stock on the date of the initiating Holder(s) request). If any registration pursuant to this Section 1.2 is terminatedin the form of an underwritten offering, the Company will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering, which investment bankers must offer terms which are reasonably competitive in the marketplace for similar size companies and similar offerings. The Company shall (together with all Holders proposing to distribute Registrable Securities through such underwriting) enter into an underwriting agreement, containing usual and customary terms, with the managing underwriter selected for such underwriting. If any holder of Registrable Securities holding Registrable Securities which represent at least 50% disapproves of the aggregate of all terms of the Registrable Securities (assuming conversion of all of the Notes held underwriting such person may elect to withdraw therefrom by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of and the managing underwriter. The Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company so withdrawn shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested also be withdrawn from registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (iid) If, at If any time prior to registration statement under this Section 1.2 is not declared effective (except for the effectiveness of the Registration Statement referred to reasons specified in Section 3(a)(i1.9 below and except as a result of Holders withdrawing Registrable Securities), then the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company may request an additional registration under this Section 1.2. (e) No registrations effected under this Section 1.2 shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to relieve the Company of all of its obligations to effect any registrations under, and pursuant to the Company's out-terms of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i). Sections 1.3 and 1.4 hereof.

Demand Registration. (a) If at any time after the filing of the Initial Registration Statement, the Company receives a request from Holder of Registrable Securities then outstanding (an “Initiating Holder”) that the Company file a Registration Statement with respect to outstanding Registrable Securities of such Initiating Holder not already covered by an existing Registration Statement, then the Company shall, (i) At any time on or within ten (10) days after the two-year period date such request is given, give notice to all Holders other than the Initiating Holder, and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given, file a Form S-3 registration statement under the Securities Act (except if the Company is then ineligible to register for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all resale of the Registrable Securities (assuming conversion of all of the Notes held by on Form S-3, in which case such holders of Registrable Securities) may give written notice registration shall be on such other form available to the Company (x) of their intention to transfer all or part register for resale of the Registrable Securities held as a secondary offering) subject to the provisions of Section 3(d) covering all Registrable Securities requested to be included in such registration by them the Initiating Holder and any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the notice pursuant to clause (i) above is given, and in each case, subject to the limitations of Sections 3(b) and (c). The Company shall use its commercially reasonable best efforts to cause such Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon the request of any Holder that Registrable Securities be registered pursuant to this Section 3(a), all such Registrable Securities shall thereafter be Registrable Securities for all purposes under this Agreement. (b) If Tricadia Capital Management, LLC (“Tricadia”) intends to distribute the Registrable Securities registered pursuant to Section 3(a) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 3 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by Tricadia and shall be reasonably acceptable to the Company. In such event, the right of any other Holder to include its, his or obtained her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by conversion the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of Notes held this Section 3, if the managing underwriter(s) advises Tricadia and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities of Holders other than the Initiating Holder that may be included in the underwriting shall be allocated among all such Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by them each such Holder. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Registration Statement to either become effective or remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holder is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that (x) the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (y) requesting a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (z) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective or (ii) prior to January 1, 2015 with respect to a distribution of Registrable Securities by means of an underwriting . (e) In the event that Form S-3 is not available for the registration of said the resale of Registrable Securities (a "Demand Registration"), and thereuponhereunder, the Company shall on no more than one occasion, as expeditiously as possible, (Ai) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders register the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all resale of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. on another appropriate form and (ii) Ifundertake to register the Registrable Securities on Form S-3 promptly after such form is available, at any time prior to provided that the Company shall maintain the effectiveness of the Registration Statement referred to then in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate effect until such time as a majority of Registration Statement on Form S-3 covering the Registrable Securities subject to such registration, has been declared effective by the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Commission.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) To the extent one or more Covered Persons have delivered Elections of this Section 3 Exchange pursuant to the Exchange Agreement in respect of any Quarterly Exchange Date covering Partnership Units having an aggregate market value (based on the most recent closing price of the Company’s Class A Common Stock on the securities exchange on which such Class A Common Stock is terminated, any holder listed at the time of Registrable Securities holding Registrable Securities which represent the applicable Demand Notice (as defined below)) of at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon$75 million, the Company Demand Committee shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, right at any time prior to the effectiveness of applicable Cut-Off Date to provide a written request to the Registration Statement referred to Company (a “Demand Notice”) that the Company effect the registration under the Securities Act of, in Section 3(a)(i)the Company’s sole and absolute discretion, (x) the holders offer and sale by such Covered Persons of Registrable Securities holding that the Company shall deliver to such Covered Persons, at or prior to the settlement of such offering, in exchange for the aggregate Partnership Units that are the subject of such Elections of Exchange at the applicable Exchange Rate or (y) the offer and sale by the Company of a majority number of shares of Class A Common Stock (“Primary Issuance Funding Securities”) equal to the product of the number of Partnership Units that are the subject of such Elections of Exchange multiplied by the Exchange Rate, the net proceeds of which issuance (determined after deduction of any underwriting discounts and commissions, but not of any other offering expenses, including Registration Expenses) the Company shall use to acquire from such Covered Persons the Partnership Units that are the subject of such Elections of Exchange (a “Demand Registration”), whereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.2, such registration under the Securities Act of the Registrable Securities subject or Primary Issuance Funding Securities for which the Demand Committee has requested registration under this Section 2.2, all to the extent necessary to permit the offer and sale (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities or Primary Issuance Funding Securities to be so registered; provided, however, that the Company will not be obligated to effect any such registrationrequested registration within 180 days after the effective date of a previous Demand Registration. The public offering price for any Public Offering of Primary Issuance Funding Securities shall be determined as mutually agreed upon between the Company and the lead managing underwriters of such a Public Offering. Each Demand Notice delivered pursuant to this section 2.2(a) shall include the information set forth under Section 2.5(j) to the extent applicable. The Company shall inform the Demand Committee immediately upon request of the number of Partnership Units in respect of which Covered Persons have delivered Elections of Exchange for any Quarterly Exchange Date. (b) At any time prior to the effective date of the registration statement relating to a Demand Registration, the Demand Committee may revoke such Demand Notice by providing a notice to the Company revoking such Demand Notice. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If a Demand Registration involves a Public Offering and the sole or managing underwriters advise the Company that, in their view, the number of Registrable Securities, Primary Issuance Funding Securities and/or other securities that the Company and such Covered Persons intend to include in such registration exceeds the largest number of Registrable Securities, Primary Issuance Funding Securities and/or other securities that can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof (the “Maximum Offering Size”), the Company shall promptly withdraw include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, all Registrable Securities or Primary Issuance Funding Securities requested to be registered in the Demand Registration Statement prior by the Demand Committee (allocated, if necessary for the offering not to exceed the Maximum Offering Size, in such proportions as shall be determined by the Demand Committee); (ii) second, any securities other than Primary Issuance Funding Securities proposed to be registered by the Company for its effectiveness. Any own account and any securities entitled to Other Registration Rights requested to be registered by the holders thereof, ratably among the Company and the holders of Registrable Securities holding Registrable Securities which represent at least 50% such Other Registration Rights, based (A) as between the Company and the holders of such Other Registration Rights, on the aggregate respective amounts of all securities requested to be registered, and (B) as among the holders of such Other Registration Rights, on the Registrable Securities (assuming conversion respective amounts of all of the Notes securities subject to such Other Registration Rights held by each such holders of Registrable Securitiesholder. (d) shall have Upon notice to the opportunity to again request Demand Committee, the Company may postpone filing (but not the preparation of) a registration pursuant to this Section 3(a)(i2.2 for a reasonable time not exceeding 60 days thereafter or 90 days in any 365-day period, if (i) upon reimbursement to the Board or a committee of the Board shall determine in good faith that the filing of such registration statement or effecting a registration would materially and adversely affect an offering of securities of the Company the preparation of all which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which, during the period specified in such notice the Board or a committee of the Board believes in good faith, would not be in the best interests of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, or would have a material adverse effect on any active proposal by the Company shall comply with or any such request of its subsidiaries to engage in accordance with Section 3(a)(i)any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminatedKriegsman may, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give upon written notice to the Company at any time followin▇ ▇▇▇ ▇▇▇e of this Warrant Agreement until the Expiration Date, make one request that the Company file with the Securities and Exchange Commission, within sixty (x60) of their intention to transfer all or part days of the Registrable Securities held by them or obtained by conversion delivery of Notes held by them and (y) requesting such notice to the Company, a registration of said Registrable Securities statement (a "Demand Registration") on a form satisfactory to the Company to register under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant Shares issued or issuable (whether or not yet vested) by way of exercise of the Warrant ("Registrable Securities"). Notwithstanding the foregoing, Registrable Securities shall not include any securities that may be sold by a person to the public pursuant to Rule 144(k) under the Securities Act during any ninety (90) day period. (b) If the Demand Registration is part of or combined with an underwritten primary registration on behalf of the Company, and thereuponthe managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Company, then the Company will include in such registration (1) first, the securities the Company shall on no more than one occasion, as expeditiously as possibleproposes to sell, (A2) provide written notice second, the Registrable Securities requested to all be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities who have not so requested registration, to be included therein and allow such any other securities requested to be included therein by other holders the opportunity entitled to participate request inclusion of their securities in such registration, and (B3) use its best efforts third, other securities requested to effect be included in such registration. (c) If the Demand Registration is part of or combined with an underwritten secondary registration on behalf of all holders of the Company's Common Stock, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such Registrable Securities under registration exceeds the Securities Actnumber which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders initially requesting such registration, then the Company will include in such Registration Statement registration (1) first, the securities requested to become effective not later than three months from be included therein by the date of holders requesting such request under this paragraph registration, and (c)(i). Such Registration Statement shall remain effective until the first to occur of (A2) the sale of all of the Registrable Securities registered under and any other securities requested to be included in such Registration Statement or (B) registration by other holders entitled to request inclusion of their securities in such registration, pro rata among the date one year following holders of such securities on the date basis of the number of Registrable Securities requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such Registration Statement was declared effective by the SECregistration. (iid) IfIf the number of shares of Registrable Securities actually registered pursuant to the Demand Registration is reduced pursuant to either of subsections (b) or (c) above from the number of shares originally requested to be registered pursuant to subsection (a) above, then Kriegsman shall be permitted, at any time prior to after the effectiveness date which is ten (▇▇) ▇▇▇▇ after the effective date of the registration statement filed by the Company pursuant to or in connection with the Demand Registration, to make another Demand Registration Statement referred to in Section 3(a)(i), the holders accordance with subsection (a) above for such number of shares of Registrable Securities holding as was originally requested in the aggregate a majority of the Registrable Securities subject to such registrationprior Demand Registration but which were not actually registered; provided, however, that notwithstanding subsection (a) above, the Company shall promptly withdraw file such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% other registration statement within twenty (20) days of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement delivery to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of notice by Kriegsman requesting such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)other Demand Registration.

Demand Registration. (i) At If the Company shall receive from the Holder at any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice prior to the Expiration Date, a written request that the Company (x) of their intention effect any registration with respect to transfer all or the Warrant Shares to be issued under the Warrants that are part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponsame series as this Warrant, the Company shall on no more than one occasionwill, as expeditiously soon as possiblepracticable, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the such registration of all such Registrable Securities (including, without limitation, filing a registration statement on Form F-3 (or any other applicable form), pre-effective and post-effective amendments, prospectuses and prospectus supplements, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act, ); and as would permit or facilitate the sale and distribution of all or such Registration Statement to become effective not later than three months from the date portion of such Warrant Shares as are specified in such request under this paragraph (c)(i). Such Registration Statement shall and cause such registration to remain effective until the first to occur earlier of (A) the sale of two years have elapsed or all of the Registrable Securities registered under Warrant Shares included therein have been sold. The Company shall not be obligated to effect, or to take any action to effect, any such Registration Statement registration pursuant to this Section: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or (B) compliance, unless the date one year following the date Company is already subject to service in such Registration Statement was declared effective jurisdiction and except as may be required by the SEC.Securities Act; (ii) If, at any time After the Company has initiated two such registrations pursuant to this Section (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which all securities have been sold); or (iii) During the period starting with the date thirty (30) days prior to the effectiveness Company’s good faith estimate of the Registration Statement referred date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to in Section 3(a)(icause such registration statement to become effective. Subject to the foregoing clauses (i) through (iii), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior file a registration statement covering the Warrant Shares so requested to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% be registered as soon as practicable after receipt of the aggregate of all written request or requests of the Registrable Securities (assuming conversion of all Holder; provided, however, that if in the good faith judgment of the Notes held Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such holders registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of Registrable Securities) such registration statement, then the Company shall have the opportunity right to again defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (iii) above) the Company may not defer the filing for a period of more than ninety (90) days after receipt of the request of the Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period. If the Company or other persons shall request inclusion in any registration pursuant to this Section 3(a)(iof securities being sold for its or their own accounts, the Holder shall offer to include such securities in the underwriting and may condition such offer on its acceptance of the further applicable provisions of this Section. The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) upon reimbursement enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Holder, which underwriters are reasonably acceptable to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) At any time on or after the two-year period promptly notify each other Stockholder in writing of its receipt of such initial written request for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them registration and (yii) requesting as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the registration of said Registrable Securities and Exchange Commission (a the "Demand RegistrationCommission"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the cause to become effective, a registration of all such Registrable Securities statement under the Securities ActAct (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement provide for delayed or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities holding Act or any similar rule then in the aggregate effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Securities subject to such registrationShares, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders public offering or distribution of Registrable Securities holding Registrable Securities Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which represent shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at least 50% the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the aggregate Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Securities Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (assuming conversion pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the preparation event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such withdrawn Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration StatementStatement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, and, upon in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such reimbursement, Selling Stockholder pursuant to Section 1 hereof as a result of the Company shall comply with inclusion in any such request in accordance with Section 3(a)(i)Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (i) At any time 2.1 If the Company shall receive on or after the two-year period for which the Shelf Registration referred to in paragraph date that is nine (a9) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), hereof a written request from the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities then outstanding (“Initiating Investors”) that the Company file a registration statement under the Securities Act for an offering of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act (a “Demand Registration”), covering the registration of Registrable Securities with an aggregate offering price, net of any placement agent fees, broker’s fees, and commissions on similar discounts, fees or commissions, of at least $5 million, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all holders of the Registrable Securities and shall, subject to the limitation of this Section 2.1, use its reasonable best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the holders request to be registered within twenty (20) days of the mailing of such notice by the Company. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof which shall not include any underwritten, agency or similar method and that the request is for a Demand Registration pursuant to this Section 2.1. In connection with the Demand Registration, the Company shall: (a) Be entitled to postpone for up to ninety (90) days from the date of request of the Initiating Investor the filing of any Demand Registration statement otherwise required to be prepared and filed pursuant to Section 2.1, if the board of directors of the Company determines, in its good faith reasonable judgment, that such registration and the Transfer or Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its wholly owned subsidiaries and the Company promptly gives the Initiating Investors notice of such determination; (b) Use its reasonable best efforts to have the registration declared effective under the Securities Act as soon as reasonably practicable, and in any event within ninety (90) days of the receipt of the request for the registration, giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering; (c) Use its reasonable best efforts to keep the relevant registration statement Continuously Effective for the lesser of two (2) years or until such time as all holders who included Registrable Securities in the Registration Statement no longer hold any Registrable Securities (the “Registration Period”). Notwithstanding the foregoing, if for any reason the effectiveness of a registration pursuant to this Section 2 is suspended or postponed, the foregoing period shall be extended by the aggregate number of days of such suspension or postponement; and (d) Be obligated to effect no more than one (1) Demand Registration. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, or (ii) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Investors and such interference is not thereafter eliminated. 2.2 A registration pursuant to this Section 2 shall be on such appropriate registration form of the Commission as shall (i) be selected by the Company and be reasonably acceptable to the Majority Selling Investors and (ii) permit the disposition of the Registrable Securities in accordance with the intended method of disposition specified in Section 2.1. 2.3 The Company shall furnish to one firm of counsel for the Selling Investors (selected by Majority Selling Investors) copies of the filed registration statement or prospectus or any amendments or supplements thereto in the form substantially as proposed to be filed with the Commission at least five (5) business days prior to filing for review and comment by such counsel, which opportunity to comment shall include the right to contest disclosure if the applicable Selling Investor reasonably believes that such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.4 The Company shall prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act and rules thereunder with respect to the disposition of all securities covered by such registration statement. The Company shall amend the registration statement or supplement the prospectus so that it will remain current and in compliance with the requirements of the Securities Act for the Registration Period, and if during such period any event or development occurs as a result of which the registration statement or prospectus contains a misstatement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Company shall promptly withdraw such Registration Statement prior notify each Selling Investor, amend the registration statement or supplement the prospectus so that each will thereafter comply with the Securities Act and furnish to its effectiveness. Any holders each Selling Investor of Registrable Securities holding such amended or supplemented prospectus, which each such Investor shall thereafter use in the Transfer of Registrable Securities which represent covered by such registration statement. Pending such amendment or supplement each such Investor shall cease making offers or Transfers of Registrable Securities pursuant to the prior prospectus. In the event that any Registrable Securities included in a registration statement subject to, or required by, this Agreement remain unsold at least 50% the end of the aggregate period during which the Company is obligated to use its reasonable best efforts to maintain the effectiveness of all such registration statement, the Company may file a post-effective amendment to the registration statement for the purpose of removing such Securities from registered status. 2.5 The Company shall furnish to each Selling Investor of Registrable Securities, without charge, such numbers of copies of the registration statement, any pre-effective or post-effective amendment thereto, the prospectus, including each preliminary prospectus and any amendments or supplements thereto, in each case in conformity with the requirements of the Securities Act and the rules thereunder, and such other related documents as any such Selling Investor may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Selling Investor. 2.6 The Company shall use its reasonable best efforts (i) to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as shall be reasonably requested by the Majority Selling Investors, and (ii) to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of the offer and transfer of any of the Registrable Securities in any jurisdiction, at the earliest possible moment; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, subject itself to taxation in any such states or jurisdictions or to file a general consent to service of process in any such states or jurisdictions. 2.7 The Company shall promptly notify each Selling Investor of any stop order issued or threatened to be issued by the Commission in connection therewith (assuming conversion and take all reasonable actions required to prevent the entry of all such stop order or to remove it if entered). 2.8 The Company shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Notes held Securities Act no later than ninety (90) days after the end of the twelve (12)-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of each registration statement filed pursuant to this Agreement. 2.9 The Company shall make available for inspection by any Selling Investor and the representatives of such holders Selling Investor (but not more than one firm of Registrable Securities) counsel to such Selling Investors), all financial and other information as shall have be reasonably requested by them, and provide the Selling Investor and the representatives of such Selling Investor the opportunity to again request discuss the business affairs of the Company with its principal executives and independent public accountants who have certified the audited financial statements included in such registration pursuant statement, in each case, as shall be necessary to Section 3(a)(i) upon reimbursement enable them to exercise their due diligence responsibility under the Securities Act; provided, however, that information that the Company determines, in good faith, to be confidential and which the Company advises such Person in writing, is confidential shall not be disclosed unless such Person signs a confidentiality agreement reasonably satisfactory to the Company or the related Selling Investor of Registrable Securities agrees to be responsible for such Person’s breach of confidentiality on terms reasonably satisfactory to the Company. 2.10 The Company shall provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement. 2.11 The Company shall use its reasonable best efforts to provide a CUSIP number for the Registrable Securities prior to the earlier of the Company's out-of-pocket expenses incurred in connection with the preparation listing of such withdrawn Registration Statement, and, upon such reimbursement, Registrable Securities on the New York Stock Exchange or the effective date of the first registration statement including Registrable Securities. 2.12 The Company shall comply with any take such request other actions as are reasonably required in accordance with Section 3(a)(i)order to expedite or facilitate the disposition of Registrable Securities included in the Demand Registration.

Demand Registration. (ia) At any time on or after the two-year period for date which is 180 days following the Shelf Registration referred Date, if JPM DJ shall state in writing that it desires to sell Registrable Shares in paragraph (a) of this Section 3 is terminated, any holder the public securities markets and requests the Corporation to effect the registration under the Securities Act of Registrable Securities holding Registrable Securities which represent at least 50% Shares, the Corporation shall within 10 days of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may request give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the such proposed registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so Shares and shall offer to include in such proposed registration only Registrable Shares requested registration, and allow to be included in such proposed registration by such holders who respond in writing to the opportunity Corporation within thirty (30) days after delivery of such notice (which request shall specify the number of Registrable Shares proposed to participate be included in such registration). The Corporation shall, and (Bsubject to SECTION 2(b) below, promptly thereafter use its best efforts to effect the such registration of all such Registrable Securities under the Securities ActAct of the Registrable Shares which the Corporation has been so requested to register for sale in accordance with the method of distribution specified in the initiating request. If JPM DJ so elects, the offering of such Registration Statement Registrable Shares pursuant to such registration shall be in the form of an underwritten offering in which case JPM DJ shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be used in connection with the offering. (b) Anything contained in SECTION 2(a) to the contrary notwithstanding, the Corporation shall not be obligated to effect pursuant to SECTION 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Corporation shall not be obligated to use its best efforts to file and cause to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all more than three Registration Statements initiated pursuant to SECTION 2(a); PROVIDED HOWEVER, that if JPM DJ is unable to sell at least 75% of the Registrable Securities registered under such Registration Statement Shares requested to be included in a registration pursuant to SECTION 2(a) as a result of an underwriter's cutback, then JPM DJ shall be entitled to an additional demand registration pursuant to this SECTION 2(b)(i), or (B) any Registration Statement during any period in which any other Registration 3 Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 180 days; (ii) the Corporation may delay the filing or effectiveness of any Registration Statement pursuant to SECTION 2(a) for a period of up to 90 days after the date one year following on which the Corporation gives notice to the Investors pursuant to this SECTION 2(b)(ii) if at the time of such notice (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such notice, in a firm commitment underwritten public offering of Primary Shares in which JPM DJ may include Registrable Shares pursuant to SECTION 4, or (ii) the Board reasonably determines that such registration and offering would interfere with any Material Transaction involving the Corporation; PROVIDED, HOWEVER, that the Corporation may only delay the filing or effectiveness of a Registration Statement pursuant to this SECTION 2(b) for a total of 180 days after the date of a request for registration pursuant to SECTION 2(a); and (iii) with respect to any registration pursuant to SECTION 2(a), the Corporation may include in such Registration Statement was registration any Primary Shares or Other Shares; PROVIDED, HOWEVER, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) FIRST, the Registrable Shares held by the Investors requesting that their Registrable Shares be included in such registration initiated pursuant to SECTION 2(a) (or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (B) SECOND, the Primary Shares; and (C) THIRD, the Other Shares (or, if necessary, such Other Shares PRO RATA among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). (c) A requested registration under this SECTION 2 may be rescinded prior to such registration being declared effective by the SEC. (ii) If, at any time prior Commission by written notice to the effectiveness Corporation from JPM DJ; PROVIDED, HOWEVER, that the requested registration which has been rescinded shall count as a demand registration for purposes of SECTION 2(b)(i) unless the request for withdrawal shall have been the result of, or made in response to, a material adverse change or event on the business, properties, condition (financial or otherwise), or operations of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Corporation.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If at any time following the earlier of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part 180 days after the effective date of the Registrable Securities held by them or obtained by conversion of Notes held by them registration statement for the First Public Offering and (y) requesting the registration expiration of said Registrable Securities (a "Demand Registration"), and thereuponthe period during which the managing underwriters for the First Public Offering shall prohibit the Company from effecting any other public sale or distribution of Company Securities, the Company shall on no more than one occasionreceive a joint request from the Quadrangle Entities and the CVC Entities (the “Requesting Shareholders”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a “Demand Registration”) at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Management Shareholders and thereupon shall use its best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Shareholders have requested registration under this paragraph Section 5.01, and (c)(i). Such Registration Statement shall remain effective until ii) subject to the first restrictions set forth in Sections 5.01(e) and 5.02, all other Registrable Securities of the same class as those requested to occur be registered by the Requesting Shareholders that any Shareholders with rights to request registration under Section 5.02 (all such Shareholders, together with the Requesting Shareholders, the “Registering Shareholders”) have requested the Company to register by request received by the Company within 15 Business Days after such Shareholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such so to be registered, provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than three Demand Registrations for the Institutional Shareholders, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or (B) any successor thereto), for which an unlimited number of Demand Registrations shall be permitted; provided further that the date Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $15,000,000. In no event shall the Company be required to effect more than one year following the date such Demand Registration Statement was declared effective by the SEChereunder within any six-month period. (iib) IfPromptly after the expiration of the 15 Business Day-period referred to in Section 5.01(a)(ii), at the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. (c) The Company shall promptly withdraw be liable for and pay all Registration Expenses in connection with any Demand Registration. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such Registration Statement prior to its effectiveness. Any holders of shorter period in which all Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate Registering Shareholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of all the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (assuming conversion of all ii) if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 662/3% of the Notes held by Registrable Securities of the Requesting Shareholders sought to be included in such holders registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) shall have exceeds the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to largest number of shares that can be sold without having an adverse effect on such offering, including the Company of all of price at which such shares can be sold (the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall comply include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Institutional Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Shareholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Management Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder), and (iii) third, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the Company shall determine. (f) Upon notice to each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such request notice the Company reasonably believes would not be in accordance with Section 3(a)(i)the best interests of the Company.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (Aa) the second anniversary of the Closing, (b) a Company Change in Control, (c) a single party or affiliated group making a bona fide offer to acquire, acquiring or entering into an agreement to acquire 33% or more of the outstanding voting stock of the Company, or (d) Holder being compelled to sell its Shares pursuant to Section 5.5 of the Investment Agreement, if one or more Holders that own an aggregate market value of $15,000,000 or more at the time of the request of the Registrable Securities shall make a written request to the Company, the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act (a "DEMAND REGISTRATION"), and each Holder shall be entitled to have included therein (subject to SECTION 2.6) all or such number of such Holder's Registrable Securities as the Holders shall designate pursuant to SECTIONS 2.1(i) or (iii) hereof in writing; PROVIDED, HOWEVER, that no request may be made pursuant to this SECTION 2.1 if within 9 months prior to the date of such request a Demand Registration statement pursuant to this SECTION 2.1 shall have been declared effective by the Commission. Any request made pursuant to this SECTION 2.1 shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this SECTION 2.1(i). (ii) The Company shall be entitled to postpone for up to 90 days the filing of any Demand Registration statement otherwise required to be prepared and filed pursuant to this SECTION 2.1 if the Board determines, in its good faith reasonable judgment (with the concurrence of the managing underwriter, if any), that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its wholly owned Subsidiaries and the Company promptly gives the Holders notice of such determination; PROVIDED, HOWEVER, that the Company shall not have postponed pursuant to this SECTION 2.1(ii) the filing of any other Demand Registration statement otherwise required to be prepared and filed pursuant to this SECTION 2.1 during the 12 month period ended on the date of the relevant request pursuant to SECTION 2.1(i). (iii) Whenever the Company shall have received a demand pursuant to SECTION 2.1(i) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all other Holders. Any such Holder may, within 20 days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. 2.2. Following receipt of a request for a Demand Registration the Company shall: (i) File the registration statement with the Commission in accordance with SECTION 4 hereof as promptly as practicable, and shall use the Company's reasonable best efforts to have the registration declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering. (ii) Use the Company's reasonable efforts to keep the relevant registration statement Continuously Effective for up to 90 days or until such earlier date as of which all the Registrable Securities under the Demand Registration statement shall have been disposed of in the manner described in the Registration Statement. Notwithstanding the foregoing, if for any reason the effectiveness of a registration pursuant to this SECTION 2 is suspended or postponed as permitted by SECTION 2.1(ii), the foregoing period shall be extended by the aggregate number of days of such suspension or postponement. 2.3. The Company shall be obligated to effect three Demand Registrations. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Holders. If the Company shall have complied with its obligations under this Agreement, a right to demand a registration pursuant to this SECTION 2 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities registered under such included therein shall have been disposed of pursuant to the Registration Statement or Statement, and (By) the date one year following as of which such Demand Registration shall have been Continuously Effective for a period of 90 days. 2.4. A registration pursuant to this SECTION 2 shall be on such appropriate registration form of the date such Registration Statement was declared effective Commission as shall (i) be selected by the SEC. Company and be reasonably acceptable to the Selling Holders, and (ii) Ifpermit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the request pursuant to SECTION 2.1(i) or SECTION 2.2, at respectively. 2.5. If any time prior registration pursuant to SECTION 2 involves an underwritten offering (whether on a "firm", "best efforts" or "all reasonable efforts" basis or otherwise), or an agented offering, the Company shall have the right to select the underwriter or underwriters and manager or managers to administer such underwritten offering or the Agent or Agents for such agented offering; PROVIDED, HOWEVER, that each Person so selected shall be reasonably acceptable to the effectiveness Selling Holders. 2.6. Whenever the Company shall effect a registration pursuant to this SECTION 2 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities: (i) if such Selling Holders have requested the Registration Statement referred to inclusion therein of more than one class of Registrable Securities, and the Underwriters' Representative or Agent advises each such Selling Holder in Section 3(a)(i)writing that, in its opinion, the holders inclusion of more than one class of Registrable Securities would adversely affect such offering, the Selling Holders holding in the aggregate at least a majority of the Registrable Securities subject (determined by the relative market value as of the date on which a timely demand is last received from Holder) proposed to such registrationbe sold therein by them, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders decide which class of Registrable Securities holding Registrable Securities shall be included therein in such offering and the related registration, and the other class shall be excluded; and (ii) if the Underwriters' Representative or Agent advises each such Selling Holder in writing that, in its opinion, the amount of securities requested to be included in such offering (whether by Selling Holders or others) exceeds the amount which represent at least 50% can be sold in such offering within a price range acceptable to the Selling Holders, securities shall be included in such offering and the related registration, to the extent of the aggregate of amount which can be sold within such price range, and on a pro rata basis among all Selling Holders; first for the account of the Registrable Securities (assuming conversion of Holder, and second by all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)other Selling Holders.

Demand Registration. (i) At If at any time on or after the two-year period for which Purchaser shall request the Shelf Registration referred Company in writing (each, a "Demand"), to in paragraph (a) of this Section 3 is terminated, any holder register under the Securities Act a specified number of Registrable Securities holding (including Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention be used to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (settle a "Demand Registration"Derivative Security), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all Act of the Registrable Securities registered under such which the Company has been so requested to register as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Registration Statement or with the SEC under the Securities Act to effect such registration; provided, that each such request shall (Bi) specify the date one year following the date such Registration Statement was declared effective by the SEC. number of shares of Registrable Securities intended to be offered and sold, (ii) Ifdescribe the nature or method of the proposed offer and sale thereof, at and (iii) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any time prior desired acceleration of the effective date of such Registration Statement. Except as provided in the following sentence, the Company agrees not to grant to any other person registration rights pursuant to which such person would have the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the effectiveness exercise of the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is defined in each of the Registration Rights Agreement between the Company and Bell ▇▇▇antic Corporation, dated February 2, 2000 (▇▇▇ "▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇eement") and the Registration Rights Agreement between the Company and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement referred filed by the Company pursuant to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority exercise of the Registrable Securities subject to Purchaser's rights under this Section 2.01 of this Agreement, provided, that, so long as this Agreement or any successor agreement remains in full force and effect (a) such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request registrations are effected in accordance with the terms of Section 3(a)(i)2.2(b) of the Bell ▇▇▇antic Agreement or Section 2.2(b) of the C&W Agreement, as the case may be, and (b) neither Section 2.2(b) of the Bell ▇▇▇antic Agreement nor Section 2.2(b) of the C&W Agreement is modified or amended in a manner that is adverse to the Purchaser without the prior written consent of the Purchaser.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If at any time following the earlier of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part 180 days after the effective date of the Registrable Securities held by them or obtained by conversion of Notes held by them registration statement for a Public Offering and (y) requesting the registration expiration of said the period during which the managing underwriters for such Public Offering shall prohibit the Company from effecting any other public sale or distribution of Registrable Securities (a "Demand Registration"), and thereuponSecurities, the Company shall on no more than one occasionreceive a request from any Financial Investor (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a “Demand Registration”) at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Shareholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Shareholder has requested registration under this ‎Section 5.01; and (ii) subject to the restrictions set forth in Sections ‎5.01(e) and ‎5.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under ‎Section 5.01 (all such Shareholders, together with the Requesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to ‎Section 5.02, the “Registering Shareholders”) have requested the Company to register by request received by the Company within 25 Business Days after such Shareholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that, subject to ‎Section 5.01(d), the Company shall not be obligated to effect more than two Demand Registrations for such Financial Investor, other than Demand Registration to be effected pursuant to a Registration Statement on Form F-3, for which an unlimited number of Demand Registrations shall be permitted. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 25-Business Day-period referred to in ‎Section 5.01(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) (A) provide written notice unless the registration statement relating thereto (1) has become effective under the Securities Act and (2) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with ‎Section 5.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Shareholders sought to all holders be included in such registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities who have requested to be included in such registration (including any securities that the Company proposes to be included that are not so requested registrationRegistrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, and allow including the price at which such holders shares can be sold (the opportunity to participate “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Shareholders; (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Shareholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder); and (iii) third, any securities proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determine. (f) Upon notice to each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this ‎Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) At any time following the consummation of the initial Public Offering and when the Company is eligible to use a Form F-3 registration statement, each Financial Investor may request the Company in writing to file an unlimited number of Registration Statements on Form F-3 (or any successor form to Form F-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the Company is entitled to use Form F-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly give written notice of the proposed registration to all other Shareholders and (Bii) use its best efforts as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request to be registered and qualified for sale and distribution in such jurisdictions as such Financial Investor may reasonably request. Each Financial Investor may at any time, and from time to time, require the Company to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(ig).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If the Company receives from at least two-thirds of this Section 3 is terminated, any holder the Holders a written request for registration of outstanding Registrable Securities holding Registrable Securities which represent with an anticipated aggregate offering price, net of Selling Expenses, of at least 50% of five million dollars ($5,000,000) (a “Demand Registration Request”), then the aggregate of all of Company shall, subject to clauses 2.1(b) and 2.1(c) hereof, as soon as practicable, and in any event within ninety (90) days following the Registrable Securities date that the Company receives the Demand Registration Request, file a Registration Statement on Form S-3 (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice or if Form S-3 is not then available to the Company (x) Company, on such form of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts statement that is then available to effect the registration of all such of the Registrable Securities) providing for the registration and resale of all of the outstanding Registrable Securities specified in the Demand Registration Request (such filing, the “Resale Registration Statement”). The Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules promulgated thereunder, shall state that such Registration Statement also covers such indeterminate number of Additional Shares of common stock of the Company as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar transactions. If the Holders intend to distribute the Registrable Securities by means of an underwriting, the Demand Registration Request shall so state. The underwriter(s) shall be selected by the Holders, subject to approval by the Company. The Company shall cause the Resale Registration Statement to become or be declared effective by the SEC as promptly as practicable after the filing thereof. The Holders shall not be entitled to make more than three (3) Demand Registration Requests pursuant to this Schedule that are required to be registered on a form other than Form S-3 or its equivalent. (b) If the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that the filing, effectiveness or continued use of the Resale Registration Statement would require the Company to make an Adverse Disclosure, then the Company shall have a period of not more than forty-five (45) days (or such longer period to which the Holders holding a majority of the outstanding Registrable Securities consent in writing) within which to delay the filing or effectiveness of such Resale Registration Statement or, in the case of a Resale Registration Statement that has been declared effective, to suspend the use by the Holders of such Resale Registration Statement (in each case, a “Suspension”); provided, however, that, unless consented to in writing by the Holders holding a majority of the outstanding Registrable Securities, the Company shall not be permitted to exercise a Suspension more than twice during any 12-month period and there must be at least ninety (90) days between each permitted Suspension. In the case of a Suspension that occurs after the effectiveness of the Resale Registration Statement, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon the Company’s delivery of the certificate referred to in this clause 2.1(b). The Company shall promptly notify the Holders holding Registrable Securities covered by the Resale Registration Statement upon the termination of any Suspension, and (i) in the case the Resale Registration Statement has not been filed or declared effective, shall promptly thereafter file the Resale Registration Statement, if applicable, and use its reasonable efforts to have such Resale Registration Statement declared effective under the Securities Act and (ii) in the case the Resale Registration Statement has become effective, shall amend or supplement the applicable Prospectus, if necessary, so it does not contain any untrue statement or omission prior to the expiration of the Suspension and furnish to the Holders holding Registrable Securities covered by the Resale Registration Statement such numbers of copies of any Prospectus as so amended or supplemented as such Holders may reasonably request. The Company agrees to supplement or make amendments to the Resale Registration Statement, if so required by the registration form used by the Company for the Resale Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the outstanding Registrable Securities covered by such Resale Registration Statement. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to clause 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, an Company-initiated registration statement, provided, however, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective, or (ii) after the Company has effected three (3) registrations pursuant to clause 2.1(a) that are required to be registered on a form other than Form S-3 or its equivalent. A registration shall not be counted as “effected” for purposes of clause 2.1(c)(ii) until such time as the applicable Registration Statement has been declared effective by the SEC; provided, that, in the event that the Demand Registration Request is withdrawn by the Holders holding a majority of the outstanding Registrable Securities, and such Holders elect not to pay the registration expenses therefor, such withdrawn Registration Statement shall be counted as “effected” for purposes of clause 2.1(c)(ii), and the Holders shall be deemed to forfeit their right to one of the Registration Statements pursuant to clause 2.1(a). (d) The Company shall use commercially reasonable efforts to take all actions necessary to ensure that the transactions contemplated herein are effected as contemplated in clause 2.1 hereof, and to submit to the SEC, within three (3) Business Days after the Company learns that no review of the Resale Registration Statement will be made by the staff of the SEC or that the staff has no further comments on such Resale Registration Statement, as the case may be, a request for acceleration of effectiveness (or post-effective amendment, if applicable) of such Resale Registration Statement to a time and date not later than three months (3) Business Days after the submission of such request. (e) Any reference herein to a Registration Statement or Prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a Registration Statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof. (f) In connection with the filing of the Resale Registration Statement, subject to clauses 2.1(b) and 2.1(c), the Company shall: (i) prepare and file with the SEC within the time periods specified in clause 2.1, a Registration Statement on Form S-3 that shall register all of the outstanding Registrable Securities required to be registered pursuant to clause 2.1(a) hereof for resale by the Holders thereof in accordance with (except if otherwise required pursuant to written comments received from the date SEC upon a review of such request under this paragraph (c)(i). Such Resale Registration Statement) the “Plan of Distribution” section included in such Resale Registration Statement; and keep such Resale Registration Statement shall remain effective until the first to occur earlier of (Ai) the sale date on which each Holder is able to dispose of all of the its outstanding Registrable Securities registered under such Resale Registration Statement without restriction pursuant to Rule 144 (or any successor rule) and (ii) the date on which all Registrable Securities registered under such Resale Registration Statement have been sold (“Registration Period”), which Registration Statement shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make statements therein not misleading, and shall comply in all material respects with the Securities Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Company included in such Registration Statement or (B) incorporated therein by reference will comply in all material respects with all applicable accounting requirements and the date one year following published rules and regulations of the date such Registration Statement was declared effective by SEC applicable with respect thereto. Such financial statements will be prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the SECperiods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (ii) Ifas soon as reasonably practicable prepare and file with the SEC such amendments and supplements to such Resale Registration Statement (including without limitation, at any time prior required post effective amendments) and the Prospectus included therein as may be necessary to effect and maintain the effectiveness of such Resale Registration Statement pursuant to clause 2.1(a) and clause 2.1(f)(i) for the period specified therein and as may be required by the applicable rules and regulations of the SEC and the instructions applicable to the form of such Resale Registration Statement; (iii) comply with the provisions of the Securities Act with respect to the disposition of all of the outstanding Registrable Securities covered by such Resale Registration Statement by the Holders provided for in such Resale Registration Statement; (iv) make available to each Holder whose Registrable Securities are included in the Registration Statement and its legal counsel promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, and, in the case of the Registration Statements referred to in clause 2.1(a), each letter written by or on behalf of the Company to the SEC or the staff of the SEC (including, without limitation, any request to accelerate the effectiveness of the Registration Statement referred to in Section 3(a)(ior amendment thereto), and each item of correspondence from the holders SEC or the staff of Registrable Securities holding the SEC, in each case relating to the aggregate Registration Statement (other than any portion, if any, thereof which contains information for which the Company has sought confidential treatment). (v) provide the Holders and, if any, single legal counsel designated by the Holders of a majority of the outstanding Registrable Securities covered by such Resale Registration Statement (“Holder Counsel”) a reasonable opportunity to participate in the preparation of such Resale Registration Statement, each Prospectus included therein or filed with the SEC and each amendment or supplement thereto (but not including any documents incorporated by reference), in each case subject to customary confidentiality restrictions, and give reasonable consideration to any comments Holder Counsel provides with respect to any Resale Registration Statement or amendment or supplement thereto, and not file any document in a form to which such registrationcounsel reasonably objects. The Company shall furnish to Holder Counsel copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Resale Registration Statement; (vi) notify the Holders requesting inclusion of any outstanding Registrable Securities in the Resale Registration Statement (A) when the Resale Registration Statement or any Prospectus included therein or any Prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Resale Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the SEC with respect thereto or any request by the SEC for amendments or supplements to such Resale Registration Statement or Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the outstanding Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose (in the cases of (C) and (D), the Company shall obtain the withdrawal of such stop order or suspension at the earliest practicable time) or (E) if at any time when a Prospectus is required to be delivered under the Securities Act, that, to the Company’s knowledge, such Resale Registration Statement, Prospectus, Prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (in which case, the Company shall use its reasonable efforts to promptly withdraw such prepare a supplement or amendment to the Resale Registration Statement prior to its effectiveness. Any holders conform to such requirements or to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the selling Holders as the selling Holders may reasonably request); and (vii) in the event that Form S-3 is not available for the registration of the resale of outstanding Registrable Securities holding hereunder, the Company shall, subject to clauses 2.1(b) and 2.1(c), undertake to register the outstanding Registrable Securities which represent at least 50% on such form of Registration Statement that is then available to effect the aggregate registration of all of the Registrable Securities (assuming conversion of all Securities. The Company represents and warrants that, as of the Notes held date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by such holders the Holders of the Registrable Securities. The Company shall use its commercially reasonable efforts to file all reports required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3. (g) shall have In connection with the opportunity Resale Registration Statement, each Holder agrees to again request registration pursuant to Section 3(a)(i) upon reimbursement furnish to the Company a duly completed selling stockholder questionnaire in customary form no later than ten (10) Business Days following the date of all delivery of the Company's out-of-pocket expenses incurred Demand Registration Request. Each Holder further agrees that it shall not be entitled to be named as a selling stockholder in connection with the Resale Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such ▇▇▇▇▇▇ has returned to the Company a completed and signed selling stockholder questionnaire and has confirmed the accuracy of the plan of distribution to be included in the Registration Statement. Each Holder acknowledges and agrees that the information in the selling stockholder questionnaire and such plan of distribution will be used by the Company in the preparation of the Resale Registration Statement and hereby consents to the inclusion of such withdrawn information in the Resale Registration Statement, and, upon such reimbursement, . Each Holder agrees to notify the Company shall comply with as promptly as practicable of any inaccuracy or change in information previously furnished by such request Holder to the Company contained in accordance with Section 3(a)(i).a selling stockholder questionnaire or of the occurrence of any event in either case that could cause the Prospectus to contain an untrue statement of

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If at any time following the earlier of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part 180 days after the effective date of the Registrable Securities held by them or obtained by conversion of Notes held by them registration statement for the IPO and (y) requesting the registration expiration of said Registrable Securities (a "Demand Registration"), and thereuponthe period during which the managing underwriters for the IPO shall prohibit the Company from effecting any other public sale or distribution of Company Securities, the Company shall on no more than one occasionreceive a request from any of the Preferred Stockholders or BSC (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, which notice shall specify the intended method or methods of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholders have requested registration under this paragraph Section 4.01, and (c)(i). Such ii) subject to the restrictions set forth in Section 4.01(e) and Section 4.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under this Section 4.01 (all such Stockholders, together with the Requesting Stockholders, and any Stockholders participating in a Piggyback Registration Statement shall remain effective until pursuant to Section 4.02, the first “Registering Stockholders”) have requested the Company to occur register by request received by the Company within 15 Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under such so to be registered, provided that, subject to Section 4.01(d), the Company shall not be obligated to effect more than one (1) Demand Registrations for any Preferred Stockholder or BSC, other than Demand Registration to be effected pursuant to a Registration Statement on Form S-3 (or (B) any successor thereto), for which an unlimited number of Demand Registrations shall be permitted, and provided further that the date Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $40,000,000. In no event shall the Company be required to effect more than one year following the date such Demand Registration Statement was declared effective by the SEChereunder within any six-month period. (iib) IfPromptly after the expiration of the 15-Business Day-period referred to in Section 4.01(a)(ii), at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall promptly withdraw be liable for and pay all Registration Expenses in connection with any Demand Registration. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 calendar days (or such Registration Statement prior to its effectiveness. Any holders of shorter period in which all Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of all the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (assuming conversion of all ii) if the Maximum Offering Size is reduced in accordance with Section 4.01(e) such that less than 66 2⁄3% of the Notes held by Registrable Securities of the Requesting Stockholders sought to be included in such holders registration are included. (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) shall have exceeds the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to largest number of shares that can be sold without having an adverse effect on such offering, including the Company of all of price at which such shares can be sold (the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement“Maximum Offering Size”), the Company shall comply with include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Preferred Stockholders and BSC (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Stockholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such request other Stockholders on the basis of the relative number of Registrable Securities so requested to be included in accordance with Section 3(a)(isuch registration by each such Stockholder), and (iii) third, any securities proposed to be registered by the Company.

Demand Registration. (i) At any time on or after the two-year period for which occurrence of a Put Dishonor, upon the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% written request of the aggregate holders of all a majority of the Registrable Securities (assuming conversion requesting that State Auto Financial effect the registration under the Securities Act of all or part of such holders' Registrable Securities and specifying the Notes held by number of Registrable Securities to be registered and the intended method of disposition thereof (a "REGISTRATION REQUEST"), State Auto Financial will promptly, and in no event more than ten (10) Business Days after receipt of such Registration Request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) thereupon will use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph Act of: (c)(i). Such Registration Statement shall remain effective until the first to occur of (Ai) the sale Registrable Securities which State Auto Financial has been so requested to register by such holders of a majority of the Registrable Securities; and (ii) all other Registrable Securities the holders of which have made written requests to State Auto Financial for registration thereof within 20 days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective so to be registered. If requested by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject requested to such registrationbe included in any Demand Registration, the Company method of disposition of all Registrable Securities included in such registration shall promptly withdraw be an underwritten offering effected in accordance with SECTION 7.4(a) hereof. Subject to paragraph (e) of this SECTION 7.1, State Auto Financial may include in such Registration Statement prior to registration other securities for sale for its effectivenessown account or for the account of any other Person. Any If any security holders of State Auto Financial (other than the holders of Registrable Securities holding Registrable Securities which represent at least 50% in such capacity) register securities of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred State Auto Financial in connection with the preparation of such withdrawn a Demand Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)this SECTION 7.1, such holders shall pay the fees and expenses of their counsel and their pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by State Auto Financial for any reason.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If, at any time following one hundred and eighty (180) days after the effective date of this Section 3 is terminatedthe registration statement for a Public Offering, any holder of the Company shall receive a request from the Designated Holders holding at least five percent (5%) Registrable Securities holding Registrable Securities which represent at least 50% of then outstanding (the aggregate of all “Requesting Shareholder”) that the Company effect the registration of the Registrable Securities (assuming conversion under the Securities Act of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Requesting Shareholder’s Registrable Securities held by them where the anticipated gross proceeds (before the deduction of any discounts or obtained by conversion of Notes held by them and commissions) would be at least US$200 million (y) requesting the registration of said Registrable Securities (a "“Demand Registration"Threshold”), and thereupon, then the Company shall on no more than one occasionpromptly give notice of such requested registration (each such request, a “Demand Registration”) to the other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Shareholder has requested registration under this paragraph Section 1; and (c)(i). Such ii) subject to the restrictions set forth in Sections 1(e) and 2, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under this Section 1 (all such Shareholders, together with the Requesting Shareholders, and any Shareholders participating in a Piggyback Registration Statement shall remain effective until pursuant to Section 2, the first “Registering Shareholders”) have requested the Company to occur register by request received by the Company within five (5) Business Days after such Shareholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered; provided that, subject to Section 1(d), the Company shall not be obligated to effect more than three (3) Demand Registrations for such Requesting Shareholder, other than Demand Registration to be effected pursuant to a Registration Statement or on Form F-3, for which an unlimited number of Demand Registrations (Bincluding Shelf Offerings) shall be permitted. In no event shall the date Company be required to effect more than one year following Demand Registration hereunder within any six- (6-) month period, provided that this restriction shall not apply to the date such filing of a Shelf Registration Statement was declared effective by the SEC.and a Shelf Offering off such Shelf Registration Statement. Annex A-1 (iib) IfPromptly after the expiration of the five- (5-) Business Day period referred to in Section 1(a)(ii), at the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject registration statement relating to such registration, the Company shall promptly withdraw Requesting Shareholders may revoke such Registration Statement prior request, without liability to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% any of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held other Registering Shareholders, by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement providing a notice to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of revoking such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)request.

Demand Registration. (a) Upon the earlier of (i) At the fifth anniversary of the date of this Agreement and (ii) the six-month anniversary of the Company’s IPO, the Company agrees that, upon the written request of either RN Stockholder or MTVN Stockholder so long as RN Stockholder or MTVN Stockholder, as applicable, owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock (the “Initiating Holders”) (a “Demand Registration”), it will as promptly as reasonably practical (but in any time on event within 45 days of receipt of such request) prepare and file a registration statement under the Securities Act (a “Registration Statement”, which term will include any amendments thereto and any documents incorporated by reference therein); provided that (i) the Company will not be obligated to effect (x) a Demand Registration if a Registration Statement pursuant to this Section 6.01 or after Section 6.02 in which the two-year period holders of Registrable Securities had the right to include Registrable Securities was declared effective within 12 months prior to the date of the request for a Demand Registration, so long as the number of Registrable Securities which the holders of Registrable Securities requested to include in such Registration Statement was not reduced pursuant to Section 6.03 or (y) more than one Demand Registration (other than Demand Registrations taking the form of Shelf Options) for each of RN Stockholder and MTVN Stockholder (for a total of up to two Demand Registrations) under this Agreement and (ii) the Registrable Securities for which a Demand Registration has been requested will have a value (based on the Shelf Registration referred to average closing price per share of the Common Stock (or any successor security) for the ten trading days preceding the delivery of the Initiating Holders’ request for such Demand Registration, or, if such average trading information is not available, as determined in paragraph (agood faith by the Board) of this Section 3 is terminatednot less than $10,000,000 (or, in the case of a Shelf Option, $5,000,000); provided further that no registration will be counted towards the limitation in clause (i)(y) of the previous proviso unless all Registrable Securities requested to be registered where so registered or such registration was withdrawn at the request of the Initiating Holders (other than as a result of a material adverse change to the Company). Each such request for a Demand Registration by the Initiating Holders will specify the number of shares of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof and, following receipt of such demand, the Company will give written notice of such Demand Registration to the holders of Registrable Securities (other than the Initiating Holders) as soon as practicable (but in no event less than 30 days before the anticipated filing date), and upon the written request, given within 15 days after delivery of any such notice by the Company, of any such holder of Registrable Securities holding (other than the Initiating Holders) to include in such Demand Registration Registrable Securities (which represent request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be included in such registration on the same terms and conditions as the Registrable Securities of the Initiating Holders. Upon the written request of Initiating Holders holding at least 50% of the aggregate of all ten percent (10%) of the Registrable Securities then outstanding, the Demand Registration shall be effected by filing the Registration Statement on Form S-3 (assuming conversion if such form is available for such offering or, if such form is not available for such offering, other appropriate form) (the “Shelf Registration Statement”) which provides for the sale by the Participating Stockholders of all their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”); provided that (i) the Initiating Holders may not elect the Shelf Option if the request thereunder is in connection with or would constitute the Company’s IPO and (ii) the Initiating Holders may not elect more than one Shelf Option within any 365 day period. (b) The Company agrees to use its commercially reasonable efforts (i) to cause any Registration Statement to be declared effective (unless it becomes effective automatically upon filing) as promptly as reasonably practicable after the filing thereof and (ii) to keep such Registration Statement effective for a period of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention not less than 90 days or, if earlier, the period sufficient to transfer all or part complete the distribution of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice pursuant to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (By) in the case of a Shelf Registration Statement, for a period ending on the first date one year following on which all the date Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, but in no event longer than 180 days. The Company shall be deemed not to have used its commercially reasonable efforts to keep a Registration Statement effective during the requisite period if it voluntarily takes any action that would result in the Participating Stockholders not being able to offer and sell their Registrable Securities included in such offering during that period, unless such action is required by applicable Law or is pursuant to Section 6.06. The Company further agrees to supplement or make amendments to the Registration Statement as may be necessary to keep such Registration Statement was declared effective for the period set forth in clause (ii) above, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the SECregistration form utilized by the Company for such Registration Statement or by the instructions applicable to such registration form, (C) as may be required by the Securities Act or the rules and regulations thereunder or (D) the Company as may be reasonably requested in writing by any Participating Stockholder or any Underwriter. The Company agrees, at least ten days before filing with the SEC a Registration Statement or prospectus and at least two days before filing with the SEC any amendments or supplements thereto, to furnish to the Underwriters, if any, to the Participating Stockholders, and to one counsel selected by the Participating Stockholders copies of all such documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such Persons. (iic) IfIn the event an offering of shares of Registrable Securities involves one or more Underwriters, at MTVN Stockholder and RN Stockholder (provided that they are Participating Stockholders in such offering) will jointly (and if only one such Stockholder is a Participating Stockholder in such offering, such Stockholder acting individually) select the lead bookrunning Underwriter and any time prior additional Underwriters in connection with the offering, subject to the effectiveness reasonable approval of the Registration Statement referred to in Company. (d) Notwithstanding the foregoing provisions of this Section 3(a)(i)6.01, the holders of Registrable Securities holding in the aggregate may not request a majority of the Registrable Securities subject Demand Registration during a period commencing upon filing (or earlier, but not more than 30 days prior to such registration, filing upon notice by the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any the holders of Registrable Securities holding Registrable that it so intends to file) a Registration Statement for Equity Securities which represent at least 50% of the aggregate Company (for its own account or for any other security holder) and ending (i) 90 days after such Registration Statement is declared effective by the SEC (or becomes automatically effective) or up to 180 days in the case of all an underwriting if and to the extent requested by the lead Underwriter, (ii) upon the withdrawal of such Registration Statement or (iii) 30 days after such notice if no such Registration Statement has been filed within such 30-day period, whichever occurs first; provided that the Registrable Securities (assuming conversion of all of foregoing limitation will not apply if the Notes held by such holders of Registrable SecuritiesSecurities were not given the opportunity, in violation of Section 6.01(a) shall have or 6.02, to include its Registrable Securities in the opportunity Registration Statement described in this Section 6.01(d); provided, further, that in no event will the holders of Registrable Securities be restricted hereunder for more than 180 days in any 12-month period. (e) The Initiating Holders will be permitted to again request registration rescind a Demand Registration at any time; provided that if the Initiating Holders rescind a Demand Registration, such Demand Registration will nonetheless count as a Demand Registration for purposes of determining when future Demand Registrations can be requested pursuant to this Section 3(a)(i) upon reimbursement to 6.01, unless the Initiating Holders reimburse the Company of for all of the Company's out-of-pocket expenses incurred by the Company in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Demand Registration.

Demand Registration. With respect to each Demand Registration undertaken for the account of any Principal Stockholder Party up to (iand including) At any time on or after the two-year period for which second Demand Registration that becomes effective as set forth in Section 4.1(b) hereof, and the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all distribution of the Registrable Securities pursuant thereto, the Company shall bear all reasonable out-of-pocket fees, costs and expenses incurred by the Company and each Participating Stockholder Party, including, without limitation, (assuming conversion i) all SEC and stock exchange registration and filing fees, (ii) stock exchange listing fees, (iii) fees and expenses of all compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Notes held by such holders of Registrable Securities), (iv) may give written notice printing expenses (including the expense of printing Prospectuses), (v) messenger and delivery expenses, (vi) marketing expenses (including, without limitation, expenses in connection with road shows), (vii) reasonable fees and disbursements of counsel for the Company and each Principal Stockholder Party and their independent public accountants, and (viii) all Distribution Expenses (all such expenses being herein referred to herein as the "REGISTRATION EXPENSES"). In the case of any Demand Registration undertaken thereafter, the Participating Stockholder Parties shall bear all Registration Expenses incurred by the Company and the Participating Stockholder Parties in connection with such Demand Registration on a pro rata basis according to the relative number of shares proposed to be included in such registration by the Participating Stockholder Parties; PROVIDED, HOWEVER, that any Registration Expenses attributable to any securities included in the Demand Registration by the Company in accordance with Section 4.1(a)(i)(B) hereof shall be borne by the Company on a pro rata basis according to the relative number of such Registrable Securities proposed to be included by it in the registration; and PROVIDED, FURTHER, that (x) the Company shall bear up to a maximum of their intention to transfer all or part $25,000 for each Participating Stockholder Party of the Registrable Securities held by them or obtained by conversion fees and disbursements of Notes held by them counsel for such Participating Stockholder Party and (y) requesting except to the registration of said Registrable Securities extent set forth in the foregoing clause (a "Demand Registration"x), each Participating Stockholder Party shall bear the fees and thereupondisbursements of its counsel, independent public accountants and other advisors. Notwithstanding the Company shall on no more than one occasionforegoing, as expeditiously as possible, (A) provide written notice to all holders in the event that the ▇▇▇▇ Stockholders are issued shares of Registrable Securities who Common Stock in the Merger that have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities been registered under the Securities Act, such the ▇▇▇▇ Stockholders shall be entitled to exercise an additional Demand Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of in which all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective Expenses shall be borne by the SECCompany. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i) At Subject to the restrictions set forth below, if at any time on or after the twoconsummation of the initial Business Combination, the Company shall receive from the Holders (the "Requesting Holders") owning at least twenty-year period for five percent (25%) of the then outstanding shares of Registrable Securities as of the date of the request, a written request to register at least fifteen percent (15%) of the aggregate number of Registrable Securities owned by all of the Requesting Holders as of the date of such request, then the Company will give notice of such request to all Holders within ten (10) days of receiving such request and shall effect as soon thereafter as practicable, and in any event within forty-five (45) days of the receipt of such request, the Registration under the Securities Act of all Registrable Securities which the Shelf any Holder requests to be registered except as provided in Section 2.03 below. The Company shall not be obligated to effect, or to take any action to effect, any such Registration referred pursuant to in paragraph this Section 2.01: (a) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated Registration; provided that the Company has delivered notice of such Company-initiated Registration to the Holders prior to its receipt of the Holders' written request for a Demand Registration and it continues to actively employ in good faith all reasonable efforts to cause such Registration Statement to become effective; or (b) if the Holders have requested an Underwritten Registration, the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding the foregoing, the Company shall ensure that no such Registration shall become effective with respect to any Registrable Securities subject to an applicable Lock-up Period and/or Warrant Exercise Restriction until after the expiration of the applicable Lock-up Period and/or Warrant Exercise Restriction, as the case may be. Furthermore, the Company shall not be required to effect more than three (3) Registrations, which may be either Long-Form Registrations or Short-Form Registrations, under this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% 2.01 on behalf of the aggregate of Holders; provided, however, that a Registration shall not be counted for such purposes unless such Long-Form Registration has become effective and all of the Registrable Securities (assuming conversion of all requested by the Requesting Holders to be registered on behalf of the Notes held by Requesting Holders in such holders Long-Form Registration have been sold, in accordance with Section 3.01(a) of Registrable Securitiesthis Agreement; and provided, further, however, that the Company will not be obligated to effect any such Short-Form Registration: (a) may give written notice if Form S-3 is not available for such offering; (b) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Company (x) and the Board concludes, as a result, that it is essential to defer the filing of their intention such Registration Statement at such time, and the Company shall furnish to transfer all or part such Holders a certificate signed by the President of the Registrable Securities held by them or obtained by conversion Company stating that in the good faith judgment of Notes held by them the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and (y) requesting that it is, therefore, essential to defer the registration filing of said Registrable Securities (a "Demand Registration"), and thereuponsuch Registration Statement. In such event, the Company shall on no have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not more than one occasionhundred eighty (180) days after receipt of the request of the Holders; provided, as expeditiously as possiblehowever, that the Company shall not defer its obligation in this manner more than once in any 12-month period; (Ac) provide written notice if the Company has effected one (1) Short-Form Registration within the six (6) month period prior to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and current request for Short-Form Registration; or (Bd) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of if the Registrable Securities registered under to be covered by such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) Ifregistration statement do not, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registrationaggregate, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)exceed $500,000.

Demand Registration. (ia) At Subject to the provisions of Section 2.7, at any time and from time to time on or after the twodate hereof, each of (i) the Gores Holders of at least a majority in interest of the then-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder outstanding number of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders the Gores Holders (the “Gores Demanding Holders”), and (ii) AGSA (together with the Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the their Registrable Securities held by them on (1) Form F-1 or obtained by conversion (2) if available, Form F-3, which in the case of Notes held by them and either clause (y1) requesting the registration of said Registrable Securities or (a "Demand Registration"2), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice may be a shelf registration statement filed pursuant to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. (b) Notwithstanding the provisions of Section 2.2(a) or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to become effective a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (1) such stop order or injunction is removed, rescinded or otherwise terminated, and (2) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than three months from ten (10) days after the date removal, rescission or other termination of such request under this paragraph (c)(i). Such stop order or injunction, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement shall remain effective until the first Registration Statement that has been previously filed with respect to occur a Registration pursuant to a Demand Registration by the same Demand Holder becomes effective or is subsequently terminated. (c) Subject to the provisions of (ASection 2.2(d) and Section 2.7, if a majority-in-interest of the sale Demanding Holders so advise the Company as part of all their Demand Registration that the offering of the Registrable Securities registered under pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration Statement or (Bshall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2(c), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) the date one year following the date selected for such Registration Statement was declared effective Underwritten Offering by the SECmajority-in-interest of the Demanding Holders initiating the Demand Registration, which Underwriter(s) shall be reasonably satisfactory to the Company. (d) If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in its opinion, the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Shares or other equity securities that the Company desires to sell for its own account and the Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the total amount of Registrable Securities held by each such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) Ifsecond, at any time prior to the effectiveness extent that the Maximum Number of Securities has not been reached under the Registration Statement referred to in Section 3(a)(iforegoing clause (i), the holders Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Registrable Securities; and (iii) third, to the extent that the Maximum Number of Securities holding in has not been reached under the aggregate a majority of the Registrable Securities subject to such registrationforegoing clauses (i) and (ii), the Shares or other equity securities of other persons or entities that the Company shall promptly withdraw such is obligated to register in a Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to separate written contractual arrangements with such persons and that can be sold without exceeding the Company Maximum Number of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Securities.

Demand Registration. (i) At Upon receipt of a request for Registration hereunder from (A) any time on Affiliate (or after any affiliate thereof) or (B) any other Shareholder or Shareholders holding in the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50aggregate not less than 25% of the aggregate number of shares of any class of the Registrable Securities (a "25% Shareholder," and together with any Affiliate or any affiliate thereof, a "Requesting Party"), the Company shall, with respect to any request received from a Requesting Party (or Parties), subject to the terms and conditions of this Agreement, prepare and file with the Commission, and use commercially reasonable efforts to have declared effective a Registration Statement under the Securities Act relating to the offer and sale by the Requesting Party (or Parties) specified in such request through such method or methods of distribution as specified in such request and otherwise in accordance with this Agreement, of the Registrable Securities specified in such request; provided, that the Shareholders shall be permitted to make only four requests for Registration hereunder and the Company shall not be required to prepare and file more than four Registration Statements pursuant to this Agreement, provided further, that the Company may satisfy its obligations under this Section 2(a) by (i) filing a shelf Registration Statement on Form F-3 (a "Shelf Registration Statement") under the Securities Act relating to the offer and sale by the Shareholder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, through such method or methods of distribution as the Requesting Party (or Parties) shall select, of all of the Registrable Securities and (assuming conversion of all of ii) using commercially reasonable efforts to keep such Shelf Registration Statement effective under the Notes held Securities Act for so long as permitted by Rule 415 under the Securities Act or, if earlier, until such holders of time as no Shareholder owns any Registrable Securities) may give written notice to . In the event that the Company (xelects to satisfy its obligations under this Section 2(a) of their intention by filing a Shelf Registration Statement, then Shareholders shall not be permitted to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them make any further requests for Registration hereunder and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasionnot be required to prepare or file further Registration Statements pursuant to this Agreement, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of provided that all of the Registrable Securities have been registered thereunder or have otherwise become freely tradable under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECapplicable securities laws. (ii) If, at Within five days following receipt of any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i)request for a Registration, the Company shall deliver written notice of such request to all other holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject class or classes to such registrationbe registered. Thereafter, the Company shall promptly withdraw include in such Registration Statement prior to its effectiveness. Any holders of any additional Registrable Securities holding Registrable Securities of each such class which represent at least 50% of the aggregate of holder or holders thereof have requested in writing be included in such Registration, provided that all of the Registrable Securities (assuming conversion of all of the Notes held requests therefor have been received by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all within ten days of the Company's out-of-pocket expenses incurred having sent the applicable notice to such holder or holders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) The Issuer shall be deemed to have effected a Registration if the applicable Registration Statement is declared effective by the SEC and remains effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, is required by law for the delivery of a Prospectus in connection with the preparation sale of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)Registrable Securities by an underwriter or dealer.

Demand Registration. (ia) At any time on or following 180 days after the two-year period Initial Public Offering, any Stockholder may give a written request to the Company to effect the registration under the Securities Act (other than pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form under the Securities Act) of all or any portion of such Requesting Stockholder’s Registrable Securities, which written request shall specify the number of Registrable Securities to be registered and the intended method of disposition thereof. At any time the Company is eligible for use of Form S-3ASR, such registration shall occur on such form. Upon the receipt of such written request, the Company shall promptly give notice (via facsimile or electronic transmission) of such requested registration (each such registration shall be referred to herein as a “Demand Registration”) at least 10 Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration to any other Stockholders. Thereafter, the Company shall use its commercially reasonable efforts to effect, as soon as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Shelf Registration referred to in paragraph (a) of Requesting Stockholder has requested registration under this Section 3 is terminated, any holder of 2.01; (ii) all other Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate same class or series as those requested to be registered by the Requesting Stockholder that any other Stockholder have requested the Company to register by request received by the Company within 10 Business Days after such Stockholders receive the Company’s notice of the Demand Registration; and (iii) any Company Securities to be offered or sold by the Company; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as described in the Requesting Stockholder’s written request) of the Registrable Securities so to be registered; provided that, subject to Section 2.01(d), the Company shall not be obligated to effect (assuming conversion 1) any such Demand Registration (i) within the Specified Period after the effective date of all any other registration statement of the Notes held by such holders of Registrable SecuritiesCompany in connection with which Stockholders were given Piggyback Registration rights (other than a registration statement filed in connection with an employee benefit plan or business combination transaction or a registration statement on Form S-4 or S-8) may give written notice or (ii) in accordance with Section 2.01(f), (2) any Demand Registration if the aggregate proceeds expected to be received from the Company (x) of their intention to transfer all or part sale of the Registrable Securities held requested to be included in such Demand Registration is less than $25,000,000, (3) any Demand Registration requested by them a KPS Stockholder if the Company has completed five Demand Registrations after the date hereof as a result of requests by KPS Stockholders pursuant to this Section 2.01(a) or obtained (4) any Demand Registration requested by conversion a Stockholder other than the KPS Stockholders if the Company has completed two Demand Registrations after the date hereof as a result of Notes held requests by them and Stockholders other than KPS Stockholders pursuant to this Section 2.01(a). A Requesting Stockholder may require any Demand Registration that involves a Public Offering of at least $25,000,000 to be conducted as an underwritten offering. (yb) requesting Promptly after the registration expiration of said Registrable Securities (a "Demand Registration"the 10 Business Day period referred to in Section 2.01(a)(ii), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to will notify all holders Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities who have not so requested registration, and allow such holders to be included in the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i)Demand Registration. Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at At any time prior to the effectiveness effective date of the Registration Statement referred relating to such Demand Registration, the Requesting Stockholder may upon notice to the Company, revoke such request in whole or in part with respect to the number of shares of Registrable Securities requested to be included in such Registration Statement, without liability to any of the other Registering Stockholders. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Demand Registration becomes effective; provided, however, that if the Requesting Stockholder revokes its request in whole pursuant to Section 3(a)(i2.01(b), the holders Requesting Stockholder shall reimburse the Company for and/or pay directly one-half (100%, in the case of a Requesting Stockholder other than a KPS Stockholder) of the Registration Expenses incurred relating to such Demand Registration. (d) A Demand Registration shall not be deemed to have occurred or have been completed for purposes of Section 2.01(a): (i) unless the Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained continuously effective for a period of at least (x) 180 days (or such shorter period in which all Registrable Securities holding of the Registering Stockholders included in such registration have actually been sold thereunder) or (y) with respect to a Shelf Registration, until the aggregate date set forth in Section 2.04(a); provided that such Registration Statement shall not be considered a majority Demand Registration if, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities subject included in such Registration Statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Stockholder sought to be included in such registrationregistration are included. (e) If a Demand Registration involves a Public Offering and the lead managing underwriter advises the Company and the Requesting Stockholder that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a material and adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall promptly withdraw include in such Registration Statement prior registration, in the priority listed below, up to its effectiveness. Any holders of the Maximum Offering Size: (i) first, all Registrable Securities holding Registrable Securities which represent at least 50% of requested to be registered by the aggregate of Requesting Stockholder and all other Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities (assuming conversion of all of the Notes held by such holders Requesting Stockholder and, thereafter, pro rata among the remaining Registering Stockholders on the basis of the relative number of shares of Registrable SecuritiesSecurities so requested to be included in such registration by each such Registering Stockholder); (ii) second, any securities proposed to be registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Persons, with such priorities among them as the Company shall have the opportunity to again request registration pursuant to Section 3(a)(idetermine. (f) upon reimbursement Notwithstanding anything to the Company of all of contrary contained in this Agreement, but subject to the Company's out-of-pocket expenses incurred limitation set forth in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursementnext succeeding paragraph, the Company shall be entitled to suspend its obligation to file (but not the preparation of) any Registration Statement in connection with a Demand Registration and any Shelf Registration, file any amendment to such a Registration Statement, furnish any supplement or amendment to a prospectus included in such a Registration Statement, make any other filing with the SEC, cause such a Registration Statement or other filing with the SEC to become or remain effective or take any similar action (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board’s determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in (i), (ii) or (iii) above, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to (i), (ii) or (iii) above) (a “Suspension Notice”) to the Stockholders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Stockholders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph on two occasions during any one-year period for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (which period may not be extended or renewed) (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Stockholders and shall be deemed to end on the earlier to occur of (i) the date on which the Company gives the Stockholders a notice that the Suspension Period has terminated and (ii) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day period. If the filing of any Demand Registration is suspended pursuant to this Section 2.01(f), once the Suspension Period ends the Requesting Stockholder may request a new Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall not be in breach of, or failed to comply with, any obligation under this Agreement where the Company acts or omits to take any action in order to comply with applicable law, any such request in accordance with Section 3(a)(i)interpretation of the staff of the SEC or any order or decree of any court or governmental agency.

Demand Registration. (i) At If the Company shall receive at any time on or after the two-year period end of the Effectiveness Period for which the Shelf Registration referred to in paragraph Registration, a written request from the Investors of at least thirty-three percent (a33%) of the Demand Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of the Demand Securities pursuant to this Section 3 is terminated2(b), any holder of Registrable Securities holding Registrable Securities which represent at least 50% then the Company shall, within ten (10) business days of the aggregate receipt of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may written request, give written notice of such request ("Request Notice") to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration")Investors, and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, file within thirty (A30) provide written notice to all holders of Registrable Securities who have not so requested registration, days and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, cause such Registration Statement to become effective not later than three months from within an additional thirty (30) days, the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until covering all Demand Securities which Investors request to be registered and included in such registration by written notice given such Investors to the first to occur Company within twenty (20) days after receipt of (A) the sale of all of Request Notice; provided that the Registrable Securities requested by all Investors to be registered under pursuant to such Registration Statement or request must be at least thirty-three percent (B33%) of all Demand Securities then outstanding; provided further, that in the date one year following event the date such Registration Statement was declared effective proposed offering described in the Request Notice is an Underwritten Offering, then additional Holdover Securities (other than Warrants and Series A Preferred) held by Investors may be included in the SECregistration described in the Request Notice, subject to compliance with subsection (ii) below. (ii) IfIf the Investors initiating the registration request under this Section 2(b) ("Initiating Investors") intend to distribute the Demand Securities covered by their request by means of an Underwritten Offering, at any time prior then they shall so advise the Company as a part of their request made pursuant to this Section 2(b) and the effectiveness of Company shall include such information in the Registration Statement Request Notice referred to in subsection (i) of this Section 3(a)(i2(b). In such event, the right of any Investor to include his Demand Securities and, if applicable, Holdover Securities in such registration shall be conditioned upon such Investor's participation in such Underwritten Offering and the inclusion of such Investor's Demand Securities in the Underwritten Offering (unless otherwise mutually agreed by a majority in interest of the Initiating Investors and such Investor) to the extent provided herein. All Investors proposing to distribute their securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such Underwritten Offering by the Company. Notwithstanding any other provision of this Section 2(b), if the holders of Registrable Securities holding underwriter(s) advise(s) the Company in the aggregate writing that marketing factors require a majority limitation of the Registrable Securities subject number of securities to such registration, be underwritten then the Company shall promptly withdraw such Registration Statement prior so advise all Investors owning Demand Securities and, if applicable, Holdover Securities, which would otherwise be registered and underwritten pursuant hereto, and the number of Demand Securities and, if applicable, Holdover Securities, that may be included in the Underwritten Offering shall be reduced as required by the underwriter(s) and allocated among the Investors owning Demand Securities and, if applicable, Holdover Securities, on a pro rata basis according to its effectiveness. Any holders the number of Registrable Demand Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes and, if applicable, Holdover Securities, then outstanding held by such holders of Registrable Securities) shall have each Investor requesting registration (including the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(iInitiating Investors).

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) Subject to the restrictions set forth herein, if at any time the Company receives a written request from the DCP Investor or, after the Golden Gate Demand Eligibility, the Golden Gate Investor (as such, and as applicable, the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of this Section 3 is terminated, all or any holder of Registrable Securities holding Registrable Securities which represent at least 50% portion of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Requesting Shareholder’s Registrable Securities) may give written notice , and specifying the intended method of disposition thereof (each such request shall be referred to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (herein as a "“Demand Registration"”), and thereuponthen, within five Business Days, the Company shall on no more than one occasionpromptly give notice of such Demand Registration to the other Shareholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (Ai) provide written all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 5.1, and (ii) all other Registrable Securities that any other Shareholders (all such Shareholders, together with the Requesting Shareholders, the “Registering Shareholders”) have requested that the Company register within five Business Days of such Shareholders receipt of the Company’s notice of the Demand Registration (which request to the Company shall specify the number of Registrable Securities requested to be registered by such Shareholders); provided that no Person may participate in any registration statement pursuant to this Section 5.1(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 5.5(f) on the same terms and conditions as apply to the Requesting Shareholders; and provided, further, that the Company shall not be obligated to effect (a) more than five Demand Registrations by the DCP Investor, (b) more than two Demand Registrations by the Golden Gate Investor and not until after the Golden Gate Demand Eligibility, (c) any Demand Registration unless the aggregate gross proceeds expected to received from the sale of the Registrable Securities requested to be included by all Registering Shareholders in such Demand Registration are at least $50 million (unless such Registrable Securities identified in the Demand Registration constitute all remaining Registrable Securities held by the Requesting Shareholder), or (d) more than one Demand Registration during any six-month period. (b) Notwithstanding the foregoing, the Company may delay the filing of a registration statement, or suspend the continued use of a registration statement, required by Section 5.1 (i) for a period up to 90 days after the request to file a registration statement if at the time the Company receives the request to register Registrable Securities, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith, after consultation with external legal counsel, that such disclosure would have a material adverse effect on the Company or its business or on the Company’s ability to effect a proposed material acquisition, disposition, financing, reorganization, recapitalization or similar transaction and (ii) for a period of time required by an underwriting agreement relating to a Public Offering of newly issued shares by the Company; provided that such period of time shall not exceed 90 days from the date of such underwriting agreement. A deferral of the filing of a registration statement, or the suspension of the continued use of a registration statement, pursuant to this Section 5.1(b), shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral, the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement, or suspend the continued use of a registration statement, pursuant to this Section 5.1(b), the Company shall promptly (but in any event within five days), upon determining to seek such deferral or suspension, deliver to the Requesting Shareholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing, or suspending the continued use of a registration statement, pursuant to this Section 5.1(b) and a general statement of the reason for such deferral or suspension, as the case may be, and an approximation of the anticipated delay. The Company may defer the filing, or suspend the continued use of, a particular registration statement pursuant to this Section 5.1(b) no more than twice and for no more than 120 days in the aggregate in any twelve-month period; provided that there must be an interim period of at least 60 days between the end of one deferral or suspension period and the beginning of a subsequent deferral or suspension period. The Company agrees, that in the event it exercises its rights under this Section 5.1(b), it shall, within seven days following receipt by the holders of Registrable Securities who of the notice of deferral or suspension, as the case may be, update the deferred or suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. (c) Promptly after the expiration of the five Business Day period referred to in Section 5.1(a)(ii), the Company will notify in writing all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such Demand Registration, the Requesting Shareholders may revoke in writing such request, without liability to any of the other Registering Shareholder, by providing a notice to the Company revoking such request; provided, however, that no such withdrawn demand request shall be deemed to have been a Demand Registration if (i) such demand request is withdrawn prior to the filing by the Company of a registration statement pursuant thereto, or (ii) such withdrawal is due to the disclosure of material adverse information relating specifically to the Company that was not so requested registrationknown by the Requesting Shareholder at the time it submitted its demand request, provided, that, in either event, the Requesting Shareholder elects to bear all expenses associated with such withdrawn demand request and allow the registration statement pursuant thereto. (d) Except as expressly set forth herein, the Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such holders Registration is effected. Notwithstanding the opportunity foregoing sentence, the Registering Shareholders of such Registrable Securities shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to participate in such registrationany disposition, sale or transfer of Registrable Securities. (e) A Demand Registration shall not be deemed to have occurred unless the registration statement relating thereto (A) has become effective under the Securities Act, and (B) use its best efforts to effect the registration has remained effective for a period of at least 180 days (or such shorter period in which all such Registrable Securities under of the Securities ActRegistering Shareholders included in such registration have actually been sold thereunder); provided, that such registration statement shall not be considered a Demand Registration Statement to become effective not later if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (2) less than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all 75% of the Registrable Securities included in such registration statement have been sold thereunder; or if the Maximum Offering Size is reduced in accordance with Section 5.1(f) such that less than 75% of the Registrable Securities of the Requesting Shareholder sought to be included in such registration are included. (f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Shareholder that, in its view, the number of Registrable Securities that the Registering Shareholders and the Company (if any) propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC.Registering Shareholders (such Registrable Securities allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Requesting Shareholder and the other holders of Registrable Securities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each, unless the managing underwriter reasonably determines otherwise, in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter); and (ii) Ifsecond, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of all Registrable Securities holding in the aggregate a majority of the Registrable Securities subject proposed to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held be registered by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (ia) At any time Subject to the terms and conditions of this Agreement, on or after the two-year period earlier of (i) the first anniversary of the Closing Date or (ii) the registration of shares of Common Stock (other than Broker Shares) held by the Founders or any shareholder holding at least 5% of the Company's then outstanding Common Stock (calculated as though all shares of Preferred Stock are converted into Common Stock), the Purchasers or their Permitted Transferees holding in the aggregate at least 40% of the outstanding Registrable Securities may make two (2) written request to the Company for which registration under the Shelf Registration referred to in paragraph (a) Securities Act of this Section 3 is terminated, any holder the sale of Registrable Securities holding held by such Registering Purchasers (the "Demand Registration"); provided that (i) BellSouth shall be one of the Purchasers making such request and (ii) the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Agreement within any 12-month period. Promptly following receipt of any request for a Demand Registration under this Section 8.2.1(a), the Company shall immediately notify any holders of Registrable Securities which represent at least 50% from whom a request for a Demand Registration has not been received and shall include in such Demand Registration such Registrable Securities as such holders may specify in writing within 10 Business Days after receipt of such notice. The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers. (b) The Company shall have the right to include its securities sold on its behalf or on behalf of any other stockholder in any registration initiated as a Demand Registration; provided that: (i) such securities are of the aggregate of all same class as the Registrable Securities included in such registration; (ii) if any of the Registrable Securities covered by such registration are sold in an underwritten offering, the Company or such other stockholder agrees in writing to sell its securities on the same terms and conditions as apply to the Registrable Securities being sold; and (assuming conversion iii) if any of the Registrable Securities covered by such registration are to be sold in an underwritten offering and the managing underwriter of such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the securities proposed to be included in such offering would materially and adversely affect the success of the Notes underwritten offering, then the Company shall include in such registration (but only to the extent of the number of securities that the Company is so advised can reasonably be sold in such offering), FIRST all Registrable Securities duly requested to be registered in such Demand Registration, SECOND any securities the Company is required to register pursuant to the Registration Rights Agreement, THIRD any other securities held by Persons who received contractual registration rights with respect thereto prior to the date of this Agreement, FOURTH any securities that the Company wishes to register for its own account and FIFTH any securities held by Persons who received contractual registration rights with respect thereto after the date of this Agreement; in each case, determined on a pro rata basis if there is more than one holder of such holders Registrable Securities or securities, as the case may be. Whenever a registration requested pursuant to this Section is for an underwritten offering, only securities which are to be distributed by the underwriters may be included in the registration. (c) The Company shall have the right to select the managing underwriter to administer the Demand Registration if such Demand Registration is an underwritten offering, subject to the approval of Registrable SecuritiesBellSouth, which approval shall not be unreasonably withheld or delayed. The Registering Purchasers and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting, provided that (x) the Registering Purchasers shall have the right to negotiate the economic terms of the offering and (y) such underwriting agreement shall be approved by the Registering Purchasers, such approval not to be unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the Company will be entitled to postpone the filing of a registration statement required to be filed by it pursuant to this Agreement for ninety (90) days, if (i) at any time prior to the filing of such registration statement a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such registration and offering is reasonably likely to materially interfere with or otherwise have a material adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries and (ii) the Company gives the Registering Purchasers written notice of such postponement, provided that such postponements may give not in any 365-day period occur more than once, and, provided further, that in the event of any such withdrawal or termination of effectiveness, such registration shall not act as a registration effected for purposes of Section 8.2.1(a). Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event of such postponement, the Company will file such registration statement as soon as practicable after it determines, in its good faith business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 8.2.1(d), but in no event more than ninety (90) days after that date that such registration statement would otherwise have been filed, provided that the Registering Purchasers shall have the right to withdraw their request for Demand Registration by giving written notice to the Company within ninety (x90) days of their intention to transfer all or part receipt of the notice of postponement, and in the event of such withdrawal, the request so withdrawn shall be deemed to have not been made. (e) Each Registration Statement in respect of a Demand Registration will be for the offering and sale of such Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting on such basis as the registration of said Registrable Securities (a "Demand Registration")Registering Purchasers reasonably request; provided, and thereuponhowever, that, except as expressly set forth herein, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice not be required to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all register such Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act. (f) The Company shall promptly prepare and file with the Commission such amendments to the registration statements as may be necessary to keep such registration statements effective in accordance with this Section 8.2.1. (g) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement, before or after it is declared effective by the Commission, a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such Registration Statement registration and the offering of Registrable Securities covered by such registration statement is reasonably likely to become effective materially interfere with or otherwise have a materially adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not later than three months from be required to be disclosed at such time, then the date Company may require that no distribution of any Registrable Securities be initiated or continued, as the case may be (a "Blackout Period"), by giving written notice to the Registering Purchasers. Any such request notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development. In the event that such notice is given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such registration and distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to the Registering Purchasers, the Company's obligations under this paragraph (c)(i). Such Registration Statement Article VIII will be suspended, provided, that such suspension shall remain effective until not exceed the first to occur of (Ax) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all filing of the Company's out-of-pocket expenses incurred in connection next filing with the preparation Commission and (y) ninety (90) days. The Company shall extend the period of time the Company is required to maintain effective any registration statement required pursuant to Section 8.2.1 by a length of time equal to the aggregate length of the Blackout Periods. In the event of any suspension of a registration pursuant to this Section 8.2.1(g), the Registering Purchasers shall be entitled to withdraw from such registration upon written notice to the Company, and in the event of such withdrawn Registration Statement, and, upon such reimbursementwithdrawal, the Company request so withdrawn shall comply with any such request in accordance with Section 3(a)(i)be deemed to have not been made.

Demand Registration. (i) At any time on or after following the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% closing of the aggregate of all of IPO14 [and until the Registrable Securities (assuming conversion of all of anniversary thereafter], the Notes held by such holders of Registrable Securities) Initiating Holders may give written notice to the Company (x) of their intention to transfer request in writing that all or part of the Registrable Securities held by them or obtained by conversion Shares shall be registered for trading on the securities exchange on which the Company's stock is traded. Within twenty (20) days after receipt of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponany such request, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide give written notice of such request to the other Holders and shall include in such registration all holders of Registrable Securities Shares held by all such Holders who have not so requested registration, and allow such holders the opportunity wish to participate in such registrationdemand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, and (B) use its best efforts to the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Securities under Shares required by the Securities ActHolders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such Registration Statement registration prior to any other shares of the Company. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the written consent of Holders who hold at least seventy-five percent 75%) of the Registrable Shares as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than (i) a registration effected solely to implement an employee, director and consultant benefit plan, (ii) a registration on Form S-4 or a foreign equivalent thereof, or (iii) a registration relating solely to a Rule 145 transaction) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration requested pursuant to Section 2.3. [The Company shall not later be required to effect more than three months two (2) registrations under this Section 2.3.] The aggregate net proceeds from the date sale of any such request under this paragraph Registrable Shares may not be less than [ Unites States dollars (c)(iUS$ ,)] (net of any underwriters' discounts, commissions or expenses). Such Registration Statement shall remain effective until the first registration will count for this purpose only if (i) all Registrable Shares requested to occur of (A) the sale of all of the Registrable Securities be registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. are registered and (ii) Ifsuch registration is closed, or withdrawn at any time prior the request of the Initiating Holders (other than as a result of a material adverse change to the effectiveness of the Registration Statement referred Company). The Company shall not be required to in effect a registration pursuant to this Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, 2.3 if the Company shall promptly withdraw such Registration Statement prior furnish to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request Holders requesting a registration statement pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).this Section

Demand Registration. (ia) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) first anniversary of this Section 3 is terminateddate hereof, any holder of Registrable Securities Holders holding Registrable Securities which represent at least 50% of the aggregate of all fifty-one percent (51%) of the Registrable Securities (assuming conversion then held by the Holders may require that the Company file a registration statement on Form S-1 under the Securities Act of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) or any part of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), subject to the terms and thereuponconditions of this Agreement; provided, however, that the Company shall on no not be obligated to effect more than one occasion, as expeditiously as possible, two (A2) provide written notice registrations on Form S-1 pursuant to all holders this Section 2.1(a). Any request for a Demand Registration shall specify the approximate number of shares of Registrable Securities who have not so requested registrationto be registered and the intended method of distribution of the shares. The Company shall, and allow such holders the opportunity to participate in such registration, and (B) as use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all on Form S-1 of the Registrable Securities (assuming conversion including pursuant to a shelf registration statement) which the Company has been requested to register pursuant to this Section 2.1(a). No additional registrations shall be made by the Company during the one hundred eighty (180) day period following the effective date of all any demand registration pursuant to this Section 2.1(a). (b) In the event the Holders own Registrable Securities at such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), Holders of at least fifteen percent (15%) of the Notes Registrable Securities then held by such holders of Registrable Securities) the Holders shall have the opportunity right to again request, in addition to the Demand Registrations, additional registrations on Form S-3 or its successor form, as the case may be (collectively, "Form S-3") and the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities and the Company shall, as soon as practicable but in any event within forty-five (45) days thereafter, use its best efforts to effect the registration on Form S-3 of the Registrable Securities (including pursuant to a shelf registration statement) which the Company has been requested to register (a) in each request and (b) in any response given within thirty (30) days of the receipt of the notice from the Company pursuant to this Section 2.1(b); provided, however, that the Company shall not be obligated to file and cause to become effective (i) more than two registrations in any twelve month period under this Section 2.1(b) or (ii) any Registration Statement on Form S-3 where the proposed aggregate offering price of the Registrable Securities to be sold thereunder is less than $1,000,000. (c) If an offering pursuant to this Section 2 is underwritten and the managing underwriter(s) advises the Company in writing that in their reasonable and good faith opinion the number of shares of Registrable Securities required to be registered exceeds the number of shares of Registrable Securities that can be sold in an orderly manner in such offering within a price range acceptable to the Company and the Holders, the securities requested by the Company to be included, if any, shall first be excluded from such registration to the extent so required by such limitation; to the extent additional shares need to be excluded in order to conform to such limitation, the securities of the Company held by stockholders of the Company other than the Holders (the "Other Stockholders") shall next be excluded; and then, to the extent additional shares still need to be excluded in order to conform to such limitation, the Registrable Securities requested to be registered by the Holders shall be reduced pro rata based upon the number of shares of Registrable Securities owned by such Holders. The Company shall advise all holders of securities requesting registration as to the number of shares of securities that may be included in the registration and underwriting as allocated in the foregoing manner. If more than twenty percent (20%) of the Registrable Securities of the Holders are excluded pursuant to this Section 2.1(c), such registration will not constitute a Demand Registration pursuant to Section 2.1(a). If any Other Stockholder or Holder who has requested inclusion in such registration as provided in Section 2.1(a) or Section 2.1(b) disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Holders initiating such registration. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of shares to be underwritten and otherwise determine that it would not have a material adverse effect on the marketing of the Registrable Securities, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of Registrable Securities and other securities of the Holders that would otherwise have been included in such registration and underwriting will not be limited thereby. 2.2 The Holders will have the right to select one or more underwriters to manage an offering under Section 2.1, which underwriters shall be reasonably acceptable to the Company. The right of any Holder to participate in an underwritten offering under Section 2.1 shall be conditioned upon such Holder's agreement to the terms of such underwriting, including the execution of an underwriting agreement with the underwriters in form and substance reasonably acceptable to the Company. In the event that the Company determines that proceeding with an offering pursuant to this Section 2 would materially interfere with, or require premature disclosure of, business activities or plans of the Company, or give rise, solely because of its timing, to any legal or contractual liability on the part of the Company, the Company may, by written notice, delay for a reasonable period of time the registration or offering, but in no event longer than one hundred twenty (120) days; provided that the Company shall not exercise its right to delay a registration pursuant to this Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred 2.2 more than once in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)twelve month period.

Demand Registration. (ia) At any time on or after six (6) months from the two-year period for which the Shelf Registration referred to in paragraph (a) date of this Section 3 is terminatedAgreement, any holder the Stockholders may make a written request (specifying the intended method of Registrable disposition) (such Stockholders, the "Initiating Stockholders") for registration under the Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities Act (a "Demand Registration") of all or part of the shares of Common Stock which constitute such Initiating Stockholders' Registrable Securities; provided, however, that, (i) the Company shall not be required to effect more than one (1) Demand Registration pursuant to this Agreement, (ii) the number of the shares of Common Stock proposed to be registered by the Initiating Stockholders shall not be less than 1,500,000 shares (subject to appropriate adjustments to reflect stock splits, stock dividends, corporate recapitalizations or similar transactions) as of the date of the request, and (iii) the Initiating Stockholders shall be the holders as of the date of the request of at least 43.5% of the then outstanding shares of Common Stock that constitute Registrable Securities hereunder. (b) If at the time of any request to register Registrable Securities pursuant to this Section 2.1, the Company is engaged or plans to engage in within ninety (90) days of the time of such request in a registered public offering or any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be materially and adversely affected by the requested registration (each, a "Company Event"), and thereuponthen the Company may at its option direct that such request be delayed for a reasonable period of time not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 365-day period. In addition, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts be required to effect any registration within three (3) months after the registration effective date of all such Registrable Securities under the Securities Act, such any other Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness Company. Within ten days after receipt of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registrationrequest for a Demand Registration, the Company shall promptly withdraw give written notice (the "Notice") of such request to all other Stockholders holding the class of stock to which such Demand Registration Statement prior relates and shall include in such registration all Registrable Securities of that class that the Company has received written requests for inclusion therein within 15 days after the Notice is given. Thereafter, in the case of Demand Registration, the Company may elect to its effectivenessinclude in such registration additional shares of Common Stock issued by the Company. Any holders All requests made pursuant to this Section 2.1 shall specify the class and aggregate number of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)be registered.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) Subject to the provisions of this Section 3 is terminatedArticle V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any holder time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities Shares separate from an S-3 Shelf Registration (a "“Demand Registration"”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and thereuponcommission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall on promptly, but no more later than one occasiontwo days after such request, as expeditiously as possibledeliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, (A) provide the Company shall state such in the written notice to all holders and in such event the right of Registrable Securities who have not so requested registration, and allow such holders the opportunity any other Stockholder to participate in such registrationregistration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (Bii) use its best efforts if necessary, to effect cause such Demand Registration Statement to be declared effective by the registration of all such Registrable Securities SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. (b) Subject to become effective not later than the limitations of Section 5.02(a) and Section 5.02(d), (i) each of Univar NV and CD&R Investor (in each case, on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to five Demand Registrations in the aggregate, so long as Univar NV or CD&R Investor (in each case, together with its Permitted Transferees), as the case may be, owns 5% or more of the outstanding Shares and (ii) until such time as the Company becomes eligible to register Shares on Form S-3 (or any successor form thereto) and so long as Temasek Investor owns 10% or more of the outstanding Shares, Temasek Investor (on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to three months Demand Registrations, provided that Temasek Investor shall only be entitled to request for one Demand Registration during the period from the date of such the IPO until the end of the 12th full calendar month following the date of the IPO and provided, further that in the event that the Company ceases to be eligible to register Shares on Form S-3 after becoming so eligible, Temasek Investor shall be entitled to request under this paragraph (c)(i)up to three Demand Registrations less the number of prior Demand Registrations requested by Temasek Investor. Such A Registration Statement shall remain effective not count against the number of permitted Demand Registration unless and until it has become effective. (c) The Company may include its own Capital Stock in a Demand Registration or Underwritten Shelf Takedown on the terms provided below; and if such Demand Registration is an Underwritten Offering or an Underwritten Shelf Takedown, such Capital Stock may be included only with the consent of the managing underwriters of such offering and Univar NV and CD&R Investor. If the managing underwriters of the requested Demand Registration or Underwritten Shelf Takedown advise the Company and the Initiating Stockholder that in their good faith opinion the amount of Capital Stock proposed to be included in the Demand Registration or Underwritten Shelf Takedown exceeds the amount of Capital Stock which can be sold in such Underwritten Offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Capital Stock proposed to be sold in such Underwritten Offering), the Company shall include in such Demand Registration or Underwritten Shelf Takedown, as the case may be, (i) first, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors and their respective Permitted Transferees propose to sell in such offering, (ii) second, the amount of Capital Stock the Company proposes to issue and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration or has exercised piggyback rights pursuant to Section 5.03; provided that, if the entirety of the Registrable Shares in clause (i), (ii) or (iii) cannot be included, the Registrable Shares to be included pursuant to each subsection shall be determined on a pro rata basis among the Stockholders selling pursuant to such subsection on the basis of the number of Registrable Shares requested to be included therein by each selling Stockholder relative to the total number of Registrable Shares requested to be included therein by all such selling Stockholders and provided, further, that, after the IPO, until the first earlier of (I) the consummation of the second Demand Registration after the IPO and (II) such time as the percentage of the CD&R Investor Parties’ Original Shares owned by the CD&R Investor Parties is no greater than the percentage of Univar NV’s Original Shares owned by Univar NV, (x) the pro rata allocation of Registrable Shares to occur be allocated to Univar NV pursuant to the immediately preceding proviso above shall be reduced by a number of shares equal to 30% (such number of shares, the “Reduction Amount”); and (y) the number of Registrable Shares allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above will be the sum of (A) the sale pro rata allocation of Registrable Shares to be allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above plus (B) the Reduction Amount. (d) No Stockholder shall be entitled to request a Demand Registration within 90 days of the effective date of a Demand Registration, Piggyback Registration pursuant to Section 5.03 or an Underwritten Shelf Takedown requested pursuant to Section 5.04(b); provided that a Stockholder shall be entitled to request a Demand Registration at any time after such time as the Coordination Committee has been dissolved pursuant to the terms of Section 5.01. Notwithstanding the foregoing, the Company shall not be obligated to proceed with a Demand Registration if the offering to be effected pursuant to such registration can be effected pursuant to an S-3 Shelf Registration and the Company, in accordance with Section 5.04, effects or has effected an S-3 Shelf Registration pursuant to which such offering can be effected. (e) Upon the date of effectiveness of any Demand Registration for an Underwritten Offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 180 days from such date or such shorter period which shall terminate when all of the Registrable Securities registered under Shares covered by such Demand Registration have been sold by the Stockholders who had requested to be included in such registration, provided, however, that such period shall be extended for a period of time equal to the period the applicable holder of Registrable Shares refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter pursuant to the provisions of this Agreement. If the Company shall withdraw any Demand Registration pursuant to Section 5.05 before the end of such 180 day period and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Initiating Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Article V. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 5.02(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (Bii) in the date one year following case of an Underwritten Offering, the date conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Initiating Stockholder or its Affiliates, or (iii) as a result of Section 5.02(c), less than 75% of the Initiating Stockholder’s Registrable Shares requested to be included in the Registration Statement are included in such Registration Statement was declared effective by the SECStatement. (iif) IfHolders of a majority of the Registrable Shares which are to be registered in a particular offering pursuant to this Section 5.02 shall have the right, at any time prior to the effectiveness of the Registration Statement, to notify the Company that they have determined that the Registration Statement referred to be abandoned or withdrawn, in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, which event the Company shall promptly abandon or withdraw such Registration Statement prior to its effectivenessStatement. Any holders holder of Registrable Securities holding Shares who has elected to sell Registrable Securities Shares in an Underwritten Offering pursuant to this Section 5.02 (including the Stockholder who delivered the Demand Registration request) shall be permitted to withdraw from such registration by written notice to the Company if the price to the public at which represent at least 50the Registrable Shares are proposed to be sold will be less than 90% of the aggregate of all average closing price of the Registrable Securities (assuming conversion class of all stock being sold in the offering during the 10 trading days preceding the date on which the notice of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration offering was given pursuant to Section 3(a)(i5.02(a). (g) If the Initiating Stockholder intends that the Registrable Shares requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the Initiating Stockholder shall so advise the Company as a part of its request for a Demand Registration and the Company shall include such information in the notice sent by the Company to the other Stockholders with respect to such Demand Registration. In such event or in the case of an Underwritten Shelf Takedown, the lead underwriter to administer the offering shall be chosen by the Initiating Stockholder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering covered by a Demand Registration is to be an Underwritten Offering or in any Underwritten Shelf Takedown, the right of any Stockholder to registration in such offering will be conditioned upon reimbursement such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering (unless otherwise agreed by the Initiating Stockholder) and each such Stockholder will (together with the Company and the other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that (A) no Stockholder shall be required to sell more than the number of Registrable Shares that such Stockholder has requested the Company to include in any registration) and (B) if any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and the Initiating Stockholder, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company of all of or the Company's out-of-pocket expenses incurred in connection with managing underwriter(s) by such Stockholder pertaining exclusively to such Stockholder. Notwithstanding the preparation foregoing, no Stockholder shall be required to agree to any indemnification obligations on the part of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Stockholder that are greater than its obligations pursuant to Section 3(a)(i5.09(b).

Demand Registration. (i) At any time on following the Closing and expiration or after waiver of any lockup applicable to such Holders party hereto, the two-year period for which the Shelf Registration referred to Initiating Holders may request in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer writing that all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting shall be registered under the registration of said Registrable Securities Act (a "“Demand Registration"”), and thereupon. Within ten (10) days after receipt of any such request, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide give written notice of such request to the other Holders and shall include in such registration all holders of Registrable Securities held by all such Holders who have not so requested registration, and allow such holders the opportunity wish to participate in such registrationdemand registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, and (B) use its best efforts to the Company shall effect the registration of all such Registrable Securities as to which it has received requests for registration as soon as practicable; provided that (i) the Company shall not be required to effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under a previous registration and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $50 million, and (ii) this paragraph (c)(i)provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.5 and is effective and available for use. Such Registration Statement The Company shall remain effective until the first not be required to occur of effect more than (A) one (1) registration under this Section 2.3 requested by the sale of all of the Registrable Securities registered under such Registration Statement or ION Holders and (B) the date one year following the date such Registration Statement was declared effective two (2) registrations under this Section 2.3 requested by the SEC. Major Shareholder Initiating Holders. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors (iithe “Board”) Ifit would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.3 to be effected at such time, at the Company shall have the right to defer such registration for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders under this Section 2.3, provided that the Company shall not utilize this right more than once in any time twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement referred filed with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 3(a)(i)2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the holders managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities holding in proposed to be registered shall be reduced pro rata to the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders respective number of Registrable Securities holding held by the Holders; provided that in any event all Registrable Securities which represent at least 50% held by the Initiating Holders, and any other Holders that elect to participate in any such registration must be included in such registration (pro rata based on the total amount of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by each such holders of Registrable SecuritiesInitiating Holder or other Holder, as applicable) shall have the opportunity prior to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all any other shares of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the including shares held by persons other than Holders. The Company shall comply with not register securities for sale for its own account in any such request in accordance with registration requested pursuant to this Section 3(a)(i)2.3 unless permitted to do so by the written consent of the Initiating Holders.

Demand Registration. (i) At any time and from time to time on or after the two-year period for date on which the Shelf Registration referred Company has publicly announced that it has entered into a letter of intent or made a comparable announcement with respect to in paragraph (aa Business Combination, the Subscriber or its transferee(s) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all a majority-in-interest of the Registrable Securities (assuming conversion may make a written demand for registration under the Securities Act of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said their Registrable Securities (a "“Demand Registration"”), . Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and thereupon, the intended method(s) of distribution thereof. The Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to will notify all holders of Registrable Securities who have not so requested registrationof the demand, and allow each holder of Registrable Securities who wishes to include all or a portion of such holders holder’s Registrable Securities in the opportunity to participate Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall, as expeditiously as possible and in any event within sixty (B60) days after receipt of a request for a Demand, prepare and file with the SEC a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, cause such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) Ifas promptly as practicable, at any time but in no event prior to the effectiveness consummation of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Business Combination. The Company shall promptly withdraw such Registration Statement prior not be obligated to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders effect more than two Demand Registrations in respect of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).

Demand Registration. (i) At any time on or after following 180 days from the two-year period for date hereof, the Warrantholders shall have the right (which right is in addition to the Shelf Registration referred to in paragraph (aregistration rights under Section 11(b) of this Section 3 is terminatedhereof), any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held exercisable by such holders of Registrable Securities) may give written notice to the Company (x) of their intention after that date, to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, have the Company shall prepare and file with the Commission, on no more than one occasion, a registration statement and such other documents, including a prospectus, as expeditiously as possiblemay be necessary in the opinion of both counsel for the Company and counsel for the Warrantholders, (A) provide written notice in order to all holders comply with the provisions of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement so as to become effective not later than three months from permit a public offering and sale of the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until Warrant Securities for the first to occur earlier of (Ai) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by effectiveness of the SECregistration statement or (ii) until all of the Warrant Securities are sold. (ii) If, at any time prior to Notwithstanding the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registrationforegoing, the Company shall promptly withdraw such Registration Statement prior may delay the filing or effectiveness of any registration statement for a period of up to its effectiveness. Any holders 180 days after the receipt of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request a demand for registration pursuant to subsection (a) above if at the time of receipt of such demand the Company is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the Company may include Warrant Securities pursuant to and subject to the limitations of Section 3(a)(i11(b); (iii) The Warrantholders, upon reimbursement receipt of any notice from the Company of any event of the kind described in Section 11(d)(ix) hereof, shall forthwith discontinue disposition of the Warrant Securities pursuant to the registration statement covering such Warrant Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 11(d)(ix) hereof, and, if so directed by the Company, such holder shall deliver to the Company of all copies, other than permanent file copies then in such holder's possession, of the Company's out-of-pocket expenses incurred in connection with prospectus covering such Warrant Securities at the preparation time of receipt of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)notice.

Demand Registration. (ia) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% initial public offering of the aggregate of all ADSs representing interests in the Company’s Ordinary Shares pursuant to an effective registration under the Securities Act, the holders of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to notify the Company (x) that they intend to offer or cause to be offered for public sale all or any portion of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion in the manner specified in such request. Upon receipt of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponsuch request, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written promptly deliver notice of such request to all holders of Investors holding Registrable Securities who shall then have not so requested ten (10) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and allow in such holders event the opportunity right of any Person to participate in such registration, registration shall be conditioned upon such Person’s participation in such underwritten public offering and (B) the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect (but in any event no later than sixty (60) days after such request) the registration of all such Registrable Securities whose holders request participation in such registration under the Securities Act, such Registration Statement but only to become effective the extent provided for in this Agreement; provided however, that the Company shall not later than three months from the date of such be required to effect registration pursuant to a request under this paragraph Section 2 more than (c)(i). Such Registration Statement shall remain effective until a) five (5) times over the first to occur course of any twelve (A12) month period for the sale of all holders of the Registrable Securities registered under such Registration Statement as a group or (Bb) the date one year following the date such Registration Statement was declared effective other greater number of times as agreed upon by the SEC. (ii) If, at any time prior Investors then holding Registrable Securities and the Company. Notwithstanding anything to the effectiveness contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Registration Statement referred to Company covering a firm commitment underwritten public offering in Section 3(a)(i), which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided however, that the participating Investors holding in the aggregate a majority of the Registrable Securities subject to such registrationbeing registered by all participating Investors (a “Participating Majority”) may request, in writing, that the Company shall promptly withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a Participating Majority may thereafter request the Company to reinstate such Registration Statement prior to its effectiveness. Any registration statement, if permitted under the Securities Act, or the holders of Registrable Securities holding Registrable Securities which represent at least 50% may request that the Company file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a). (b) If a requested registration involves an underwritten public offering and the aggregate managing underwriter of all such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the Registrable Securities number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (assuming conversion of all of i) persons not having any contractual or other right to include such securities in the Notes registration statement, (ii) securities held by such any other Persons (other than the holders of Registrable Securities) shall have having a contractual, incidental “piggy back” right to include such securities in the opportunity registration statement, (iii) securities to again be registered by the Company pursuant to such registration statement, (iv) pro rata based on the amount of Registrable Securities to be sold by the holders of Registrable Securities. (c) With respect to a request for registration pursuant to Section 3(a)(i2(a) upon reimbursement to the Company of which is for an underwritten public offering, all of the Company's out-of-pocket expenses incurred Investors selling Registrable Securities in connection with such underwritten public offering will have the preparation collective right to choose the managing underwriter for such underwritten public offering. The Company may not cause any other registration of such withdrawn Registration Statement, and, upon such reimbursement, securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Company shall comply with Securities Act is applicable) to become effective within one hundred twenty (120) days following the effective date of any such request in accordance with registration required pursuant to this Section 3(a)(i)2.

Demand Registration. (ia) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% six month anniversary of the aggregate of all consummation by the Company of the IPO, if the Company shall receive a written request from a Sponsor or Sponsors holding outstanding Registrable Securities (assuming conversion such requesting Persons, the “Requesting Stockholders”) that the Company effect the registration under the Securities Act of all or any portion of the Notes held by such holders of Requesting Stockholders’ Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponspecifying the intended method of disposition thereof, then the Company shall on no more than one occasionpromptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least ten (10) days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from Act of: (i) all Registrable Securities for which the date of such request Requesting Stockholders have requested registration under this paragraph Section 7.01, and (c)(iii) subject to the restrictions set forth in Section 7.01(d). Such Registration Statement shall remain effective until , all other Registrable Securities that any other Stockholders (all such Stockholders, together with the first Requesting Stockholders, the “Registering Stockholders”) have requested the Company to occur register by request received by the Company within seven (7) days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (Ain accordance with the intended methods thereof as aforesaid) the sale of all of the Registrable Securities registered under so to be registered; provided that no Person may participate in any registration statement pursuant to this Section 7.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to the Requesting Stockholders; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration; provided that, the Company shall not be obligated to effect a Demand Registration Statement or (B) unless the date one year following aggregate gross proceeds expected to be received from the date sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration Statement was declared effective by the SECare at least $25,000,000. (iib) IfPromptly after the expiration of the seven-day period referred to in Section 7.01(a)(ii) hereof, at the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effectiveness effective date of the registration statement relating to such registration, a majority of the Requesting Stockholders may revoke such request without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Statement referred to Expenses in Section 3(a)(i)connection with each Demand Registration, the regardless of whether such Registration is effected; provided that holders of Registrable Securities holding in shall pay all underwriting discounts, selling commissions, and stock transfer taxes applicable to the aggregate a majority sale of Registrable Securities, and fees and disbursements of counsel for any Stockholder, except for the fees and disbursements of the Stockholders borne and paid by the Company as a Registration Expense. (d) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Registrable Securities subject that the Registering Stockholders and the Company propose to include in such registrationregistration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Demand Maximum Offering Size”), the Company shall promptly withdraw include in such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of registration, in the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement priority listed below, up to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).Demand Maximum Offering Size:

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% expiration of the aggregate Lock-Up Period and no sooner than 180 days after the date hereof, each of all of CSL, GS and BHGE (each, a “Demand Holder”) shall have the Registrable Securities (assuming conversion of all of the Notes held option and right, exercisable by such holders of Registrable Securities) may give delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”); provided that the Company shall not be obligated to file a Registration Statement with respect to a Requested Underwritten Offering pursuant to this Section 2(a) unless (x) the anticipated aggregate offering price of their intention the Registrable Securities to transfer be sold in such offering, net of underwriting discounts and commissions, is reasonably expected to exceed $50 million or (y) the Registrable Securities to be sold by such Demand Holder in such offering represent all of the remaining Registrable Securities held by such Demand Holder. The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. BHGE shall be entitled to no less than three Demand Registrations, and CSL and GS each shall be entitled to no less than two Demand Registrations. (ii) Within five Business Days (or part if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company shall use reasonable best efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) (1) with respect to BHGE, more than a total of three Demand Registrations within any 365 day period and (2) with respect to each of CSL and GS, more than a total of two Demand Registrations within any 365 day period, and (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by them or obtained by conversion the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of Notes held by them the number and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders type of Registrable Securities who on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have not so requested registration, and allow such holders occurred for purposes of this Section 2(a)(iii) if the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to relating thereto does not become effective or is not later than three months from maintained effective for its entire Effectiveness Period, in which case the date of such request under this paragraph (c)(i). Such Initiating Holder shall be entitled to an additional Demand Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SECin lieu thereof. (iiiv) If, A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(a)(vi) and Section 2(d)(iii). (vi) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement referred on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3(a)(i3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the holders Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of Registrable Securities holding such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the aggregate Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a majority result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registrationDemand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall promptly withdraw amend or supplement such Registration Statement prior as may be necessary in order to its effectiveness. Any holders of enable such transferee to offer and sell such Registrable Securities holding pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities which represent at least 50% held by the Holder, Affiliates of the aggregate of all Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (assuming conversion of all of the Notes held by but not yet sold under) such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, andother than the Holder, upon such reimbursement, Affiliates of the Company shall comply with any such request in accordance with Section 3(a)(i)Holder or transferees of the Holder.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) If, at any time following the earlier of this Section 3 is terminatedone hundred and eighty (180) days after the effective date of the registration statement for a Qualified IPO, any holder of the Company shall receive a request from the Designated Holders holding at least five percent (5%) Registrable Securities holding Registrable Securities which represent at least 50% of then outstanding (the aggregate of all “Requesting Shareholder”) that the Company effect the registration of the Registrable Securities (assuming conversion under the Securities Act of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Requesting Shareholder’s Registrable Securities held by them where the anticipated gross proceeds (before the deduction of any discounts or obtained by conversion of Notes held by them and (ycommissions) requesting the registration of said Registrable Securities (a "Demand Registration")would be at least US$200 million, and thereupon, then the Company shall on no more than one occasionpromptly give notice of such requested registration (each such request, a “Demand Registration”) to the other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (Ai) provide all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 1; and (ii) subject to the restrictions set forth in Sections 1(e) and 2, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under this Section 1 (all such Shareholders, together with the Requesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to Section 2, the “Registering Shareholders”) have requested the Company to register by request received by the Company within five (5) Business Days after such Shareholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that, subject to Section 1(d), the Company shall not be obligated to effect more than a total of three (3) Demand Registrations pursuant to this Section 1. In no event shall the Company be required to effect more than one (1) Demand Registration hereunder within any six- (6-) month period. (b) Promptly after the expiration of the five- (5-) Business Day period referred to in Section 1(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (1) has become effective under the Securities Act and (2) has remained effective for a period of at least one hundred and eighty (180) days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder); or (ii) if the Maximum Offering Size is reduced in accordance with Section 1(e) so that less than fifty percent (50%) of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Shareholders; (ii) second, all Registrable Securities requested to be included in such registration by any other Registering Shareholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder); and (iii) third, any securities proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determine. (f) Upon notice to each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 1 on one occasion during any period of twelve (12) consecutive months for a reasonable time specified in the notice but not exceeding ninety (90) days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) After the closing of an initial public offering, the Company shall use its reasonable best efforts to qualify for registration on Form F-3. At any time following one hundred and eighty (180) days after the effective date of the registration statement for a Qualified IPO and when the Company is eligible to use a Form F-3 registration statement, each Designated Holder may request the Company in writing to file a Registration Statement on Form F-3 (or any successor form to Form F-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities (including without limitation a Registration Statement for the sale on a continuous or a delayed basis by the holders of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC) for which the Company is entitled to use Form F-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities who have not so requested registrationand (ii) as soon as practicable, and allow in any event within one hundred and twenty (120) days of the receipt of such holders request, cause the opportunity Registrable Securities specified in the request to participate be registered and qualified for sale and distribution in such registrationjurisdictions as such Designated Holder may reasonably request. Each Designated Holder may at any time, and (B) use its best efforts from time to time, require the Company to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i1(g).

Demand Registration. (ia) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% six month anniversary of the aggregate of all Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Securities Shares may on two occasions give the Company written notice (assuming conversion of all of a “Demand Notice”) requiring the Notes held Company to file a Registration Statement covering the sale or distribution of, at such Shareholders’ option, either (x) ADSs representing the Registrable Shares owned by such holders Shareholders, or (y) in the event that the Company shall have previously registered under the Securities Act the sale to the public of preferred shares, the Registrable SecuritiesShares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any reasonable and lawful method of distribution selected by them; and (ii) may the Company shall within 10 days after receipt of such Demand Notice give written notice to the Company (x) other Shareholders of their intention right to transfer all or part of the include in such Registration Statement any Registrable Securities held Shares owned by them (or obtained ADSs representing any Registrable Shares owned by conversion of Notes held by them and (ythem, as applicable) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, that such Shareholders shall request the Company shall on to include therein by written notice given to the Company no more than one occasion, as expeditiously as possible, (A) provide written 20 days after receipt of such notice to all holders of Registrable Securities who have not so requested registration, and allow such holders from the opportunity to participate in such registration, and (B) Company. The Company shall thereafter use its best commercially reasonable efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or Shares (Band/or ADSs representing any Registrable Shares owned by them, as applicable) the date one year following the date such Registration Statement was declared effective identified by the SEC. Shareholders in the preceding clauses (i) and (ii) Ifas soon as practicable, at but in any time prior event within 90 days from receipt of the Demand Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate the managing underwriter for such offering, subject to the effectiveness approval of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities Shareholders holding in the aggregate a majority of the Registrable Shares included referred to in the Demand Notice (such approval not to be unreasonably withheld). (b) The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a); or (ii) any Registration Statement pursuant to Section 2(a) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities subject Act or any successor forms thereto) pursuant to which New Preferred Shares or ADSs representing New Preferred Shares are to be or were sold under the Securities Act (A) has been filed and not withdrawn or has been declared effective within the prior 180 days and (B) in connection with any such registrationregistration statement that has not been declared effective, the Company shall promptly withdraw is in good faith using commercially reasonable efforts to cause such Registration Statement prior registration statement to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities become effective. (assuming conversion of all of the Notes held by such holders of Registrable Securitiesc) shall have the opportunity With respect to again request any registration pursuant to Section 3(a)(i2(a), the Company may include in such registration any Primary Shares or Other Shares (or any ADSs representing Primary Shares or Other Shares); provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing all Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares (and/or ADSs representing Registrable Shares, as applicable) held by the Shareholders requesting that their Registrable Shares (or ADSs representing Registrable Shares, as applicable) be included in such registration pursuant to Section 2(a), pro rata based upon reimbursement the number of Registrable Shares (or ADSs representing Registrable Shares, as applicable) owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders to be included in such underwriting shall not be reduced unless all Primary Shares and Other Shares (and/or ADSs representing Primary Shares and Other Shares, as applicable) are first entirely excluded from the underwriting; (ii) second, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration shall not be counted as “effected” for the purposes of this Section 2 and shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the underwriter’s cutback provisions in this clause (c), fewer than one-half of the total number of Registrable Shares or ADSs representing Registrable Shares, as applicable, that the Shareholders have requested to be included in such registration statement are actually included. (d) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the SEC by written notice to the Company from those Shareholders who initiated the request; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all of the Company's reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the preparation time of such withdrawn Registration Statement, and, upon such reimbursementrescission, the Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rescinded registration and such rescinded registration shall comply with any such request in accordance with not count as a registration initiated pursuant to this Section 3(a)(i2 for purposes of clause (i) of subsection (b).

Demand Registration. (ia) At any time on or after following the two-year period for which Effective Date, subject to any Lockup Period, upon the Shelf Registration referred to written request of any Holder (in paragraph (asuch capacity, a “Demand Party”) of this Section 3 is terminated, any holder requesting that the Company effect the registration under the Securities Act of Registrable Securities holding and specifying the amount and intended method of disposition thereof, the Company will (x) promptly (but in any event within five (5) days) give written notice of such requested registration to the other Holders pursuant to Section 2.2 and other holders of Securities entitled to notice of such registration, if any, and (y) as expeditiously as possible after a request for registration pursuant to this Section 2.1(a) is given to the Company, file a registration statement to effect the registration under the Securities Act of: (A) such Registrable Securities which represent at least 50% the Company has been so requested to register by the Demand Party in accordance with the intended method of disposition thereof; (B) the Registrable Securities of other Holders which the Company has been requested to register by written request given to the Company within ten (10) days after the giving of such written notice by the Company pursuant to Section 2.2; and (C) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 2.1. Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 2.1(a) (i) unless the aggregate of all offering price of the Registrable Securities to be sold in such offering is reasonably expected to be at least $20 million or (assuming conversion ii) within a period of all sixty (60) days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of the Notes held by such holders of Registrable Securitiesany other registration statement relating to any registration request under this Section 2.1(a) may give written notice or relating to the Company (x) of their intention any registration referred to transfer in Section 2.3. A Demand Party can withdraw all or part any portion of the its Registrable Securities held by them or obtained by conversion to be included in a registration under this Section 2.1 at any time and, upon receipt of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereuponnotice thereof, the Company shall on no more than one occasion, as expeditiously as possible, cease all efforts to secure effectiveness of the applicable registration statement. (Ab) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) The Company shall use its reasonable best efforts to effect cause the registration of all such Registrable Securities under the Securities Act, such Registration Statement statement filed pursuant to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first Section 2.1(a) to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was be declared effective by the SECSEC (if such registration statement is not an automatic shelf registration statement) promptly. The Company shall use reasonable best efforts to cause the registration statement to become effective and remain effective for a period of at least one hundred and eighty (180) days (or such shorter period in which all Registrable Securities included in such registration statement have actually been sold thereunder). (iic) If, Each registration statement prepared at any time prior the request of a Demand Party shall be effected on such appropriate form as requested by the Demand Party and as shall be reasonably acceptable to the effectiveness of the Company. (d) The Company will pay all Registration Statement referred to Expenses in Section 3(a)(i), the holders connection with each registration of Registrable Securities holding in the aggregate requested pursuant to this Section 2.1. (e) If a requested registration pursuant to this Section 2.1 involves an underwritten offering, Holders of a majority of the Registrable Securities subject participating in such offering shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company. For the avoidance of doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such registrationHolder’s Registrable Securities sold by the underwriters in such underwritten offering. (f) If a requested registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of, or the market for, the Securities offered in such offering, then the number of such Securities to be included in such registration shall be allocated in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such registration by the Demand Party and such other Holders who have requested to have Registrable Securities included in such registration pursuant to Section 2.2, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among the Demand Party and the requesting Holders on the basis of the relative number of Registrable Securities requested to be included in such registration statement; and (ii) second, and only if all the Registrable Securities requested to be included by the Demand Party and such other Holders who have requested to have Registrable Securities included in such registration pursuant to Section 2.2 have been included, the number of Securities the Company proposes to sell that, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above. (g) Notwithstanding anything to the contrary in this Agreement, the Company shall promptly withdraw be entitled, upon written notice to all applicable Holders, to postpone the filing or the effectiveness of a registration statement filed pursuant to this Section 2.1 for a reasonable period of time, which shall not exceed (i) two occasions during any twelve (12)-month period or (ii) thirty (30) days in succession on any one occasion, if the Board determines in good faith and in its reasonable judgment, after consultation with counsel, that the filing or effectiveness of such Registration Statement prior registration statement would require the disclosure of material, non-public information that would otherwise not be required to its effectivenessbe disclosed and that the Company has a bona fide business purpose for preserving as confidential. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% The Company shall immediately notify the Holders in writing once the Company is able to proceed with the filing or effectiveness of the aggregate registration statement and prepare any necessary amendments or supplements thereto such that the registration statement will not include an untrue statement of all material fact or omit to state any material fact necessary to make the statements therein, in light of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statementcircumstances under which they were made, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i)not misleading.