Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Following the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.

Demand Registration. (aSubject to Section 2.1(c) Following and 2.3 hereof, at any time on or after the first anniversary of the closing date hereof and upon of the receipt of IPO, each Holder may deliver to the Company a written request from any MCM Party that GEC file notice (a “Demand Registration Statement under Notice”) informing the Securities Act covering the registration for the offer and sale Company of such Holder’s desire to have some or all or part of the their Registrable Securities registered for sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Securities to be registered by the Company. Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2), then the Company will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than ninety (90) days following receipt of such notice, a new registration statement and related prospectus that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of the Registrable Securities (the “Demand Registration Statement”), and agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective shelf registration statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all each Holder of Registrable Securities that MCM Party has requested be registered who wishes to be registered under the Securities Act, subject to and participate in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective shall notify the Company in writing within five (other than due to 5) Business Days after the fault of a MCM Party) and at least 75% receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities requested to be included in such the Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.Registration

Demand Registration. In addition to the registration obligations of the Company set forth in Section 2.2 herein, the following provisions shall apply: (a) Following Subject to Section 2.3(i), upon the first anniversary written request of the date hereof and upon Majority Holders, requesting that the receipt of a written request from any MCM Party that GEC file a Registration Statement Company effect the registration under the Securities Act covering the registration for the offer and sale of all or part of the such Designated Holders’ Registrable Securities and specifying the intended method of disposition thereof (a the “Demand RegistrationNotice”), as soon as practicablethe Company will promptly give written notice of such requested registration to all Designated Holders, GEC shall and thereupon the Company will use its reasonable best efforts to file with the SEC and 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, a registration statement relating to all effective by the SEC within 90 days after the initial filing of the Registration Statement. The Company shall include in such Registration Statement: (i) the Registrable Securities that MCM Party which the Company has been so requested be registered to be registered under the Securities Act, subject to and by such Designated Holders for disposition in accordance with the terms, conditions, procedures and limitations contained intended method of disposition stated in this Agreement. The MCM Parties are collectively 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 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 Company or Persons entitled to effect two (2) such Demand Registrations exercise “piggy-back” registration rights pursuant to contractual commitments of the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 1.2(a)2.3; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided, that, the provisions of this Section 2.3 shall not require the Company to effect more than two registrations of Registrable Securities. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not 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, 2.3 or 2.4 for the account of another Designated Holder of Registrable Securities if the Designated Holders were afforded the opportunity to include the Registrable Securities in such registration. (c) 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 1.2(a) 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 the refusal to proceed of the Majority Holders (other than due a refusal to proceed based upon the advice of counsel relating to a matter with respect to the fault Company) or because of a MCM Party) and breach of this Agreement by any Designated Holder shall be deemed to have been effected by the Company at least 75% the request of the Majority Holders unless the Designated Holders electing to have Registrable Securities requested registered pursuant to be included in such Demand Registration (and not withdrawn) Statement shall have been disposed elected to pay all fees and expenses otherwise payable by the Company in connection with such registration pursuant to Section 2.8, (ii) if, after it has become effective, such registration is withdrawn by the Company (other than at the request of in accordance the Majority Holders) or interfered with by any stop order, injunction or other order or requirement of the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration SEC or other governmental agency or court for any reason prior to the filing expiration of a 180 day period following such Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereofStatement’s effectiveness, or (iiiii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such withdrawal is accompanied by notice from the MCM Party thatregistration are not satisfied, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement other than due solely to some act or omission in any prospectus which makes it inadvisable by the Designated Holders electing to proceed with the registrationhave Registrable Securities registered pursuant to such Registration Statement.

Demand Registration. (a) Following Any investors demanding registration pursuant to this Article II are sometimes referred to in this Agreement as the first anniversary of the date hereof “Demand Investors” and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (requested by Demand Investors pursuant to this Article II is sometimes referred to in this Agreement as a “Demand Registration”), as soon as practicable, GEC . The management of the Company shall file have the power to appoint investment banking and legal advisors to assist the Company with the SEC actions required of it under this Article II, such investment banking and use its reasonable best efforts to cause legal advisors to be declared effectivereasonably 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 (“Short-Form Registrations”). (b) Commencing on that date that is six (6) months after the date hereof, a registration statement relating subject to all the terms and conditions of this Agreement, upon written notice delivered by the GEI Parties holding an aggregate number of Registrable Securities equal to more than twenty-five percent (25%) of the number of shares of Registrable Securities held by the GEI Parties on the date of such notice (a “GEI Demand”) requesting that MCM Party has requested be registered to be registered the Company effect the registration (a “GEI Demand Registration”) under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault Act of a MCM Party) and at least 75% any or all of the Registrable Securities held by the GEI Parties, which GEI Demand shall specify the number of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such GEI Demand to all Persons who may have piggyback registration rights with respect to such GEI Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of: (x) the Registrable Securities which the Company has been so requested to be included register by such Persons in the GEI Demand, and (y) all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within thirty (30) days after the giving of such Demand Registration written notice by the Company (and not withdrawn) which request shall have been disposed specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Registrable Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationso registered.

Demand Registration. (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) Following the first anniversary of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the date hereof and upon aggregate of all of the receipt Registrable Securities (assuming conversion of a all of the Notes held by such holders of Registrable Securities) may give written request from any MCM Party that GEC file a Registration Statement under notice to the Securities Act covering the registration for the offer and sale 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 soon expeditiously as practicablepossible, GEC shall file with (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the SEC opportunity to participate in such registration, and (B) use its reasonable best efforts to cause to be declared effective, a effect the registration statement relating to of all such Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has to become effective not later than three months from the date of such request under this paragraph (other than due c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the fault sale of a MCM Party) and at least 75% all of the Registrable Securities requested to be included in registered under such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred 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 misstatement or omission 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 any prospectus which makes it inadvisable to proceed connection with the registrationpreparation 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) Following At any time following one hundred eighty (180) days following the first anniversary consummation of the Initial Public Offering (or such earlier date hereof and upon as may be agreed by the receipt of managing underwriter in the Initial Public Offering), any Requesting Holder may give a written request from any MCM Party that GEC file a Registration Statement to the Company to effect the registration under the Securities Act covering (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the registration for the offer and sale Securities Act) of all or part any portion of such Requesting Holder’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 an Automatic Shelf Registration Statement, 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) to the other Stockholders of such requested registration (each such registration shall be referred to in this Exhibit B as a “Demand Registration”)) at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration. Thereafter, the Company shall use its commercially reasonable efforts to effect, as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to under the Securities Act of: (i) all Registrable Securities that MCM Party for which the Requesting Holder has requested be registered registration under this Section 2.1; (ii) all other Registrable Securities of the same class or series as those requested to be registered under by the Requesting Holder that the other Stockholders pursuant to Section 2.3 (such other Stockholders, together with the Requesting Holder, and any Stockholders participating in a Piggyback Registration pursuant to Section 2.3, the “Registering Holders”) has requested the Company to register by request received by the Company within ten (10) Business Days after such other Stockholders receive the Company’s notice of the Demand Registration; and (iii) any Company Securities Act, subject to and be offered or sold by the Company; all to the extent necessary to permit the disposition (in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled intended methods thereof as aforesaid) of the Registrable Securities so to effect two (2) such Demand Registrations pursuant to this Section 1.2(a)be registered; provided, that, a registration requested pursuant to this Section 1.2(a) the Company shall not be deemed obligated to have been effect (x) more than three (3) Demand Registrations (as defined below) for MacKay (together with any Person to whom any registration rights under this Exhibit B are assigned by MacKay pursuant to Section 2.13), (y) two (2) Demand Registrations for Alliance (together with any Person to whom any registration rights under this Exhibit B are assigned by Alliance pursuant to Section 2.13) and (z) one (1) Demand Registration for D.E. Shaw (together with any Person to whom any registration rights under this Exhibit B are assigned by D.E. Shaw pursuant to Section 2.13), in each case, other than Demand Registrations to be effected unless pursuant to a Registration Statement with respect thereto has become on Form S-3 (or any successor or similar form, including Form S-3) under the Securities Act (“Form S-3”) for which an unlimited number of Demand Registrations shall be permitted or (y) any such Demand Registration (1) within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other registration statement of the Company (other than due a registration statement filed in connection with an employee benefit plan or business combination transaction or a registration statement on Form S-4 or Form S-8 or any similar or successor form thereto) or (2) in accordance with Section 2.1(f). (b) Promptly after the expiration of the ten (10) Business Day period referred to in Section 2.1(a)(ii), the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of Registrable Securities requested to be included in the Demand Registration by each of them. At any time prior to the fault of a MCM Party) and at least 75% effective date of the Registration Statement relating to such Demand Registration, the Requesting Holder may upon notice to the Company, revoke such request in whole or in part with respect to the number of Registrable Securities requested to be included in such Registration Statement, without liability to any of the other Registering Holders. (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. (and not withdrawnd) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a A Demand Registration prior shall not be deemed to have occurred: (i) unless the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which thereto (A) has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, Act and (B) has remained continuously effective for a period of at least (x) one hundred eighty (180) days (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration shall not be deemed have actually been sold thereunder) or (y) with respect to be a Demand Registration if either (i) it agrees to pay Shelf Registration, until the costs and expenses of such registration as date set forth in Section 1.6 hereof2.5(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 or other Order of the SEC or other Governmental Authority 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 2.1(e) such withdrawal is accompanied by notice from that less than 662/3% of the MCM Party Registrable Securities of the Requesting Holder sought to be included in such registration are included. (e) If a Demand Registration involves a Public Offering and the lead managing underwriter advises the Company and the Requesting Holder that, in its view, the number 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 Registrable Securities that can be sold without having a material and adverse effect on such offering, including the price at which such Registrable Securities 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 Holder and all other Registering Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Requesting Holder and, thereafter, pro rata among the remaining Registering Holders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Registering Holder); (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 determine. (f) Notwithstanding anything to the contrary contained in this Exhibit B, but subject to the limitations set forth in this Section 2.1(f), the Company shall be entitled to suspend its obligation to file (but not the preparation of) any Registration Statement in connection with any Demand Registration or Shelf Registration (including any Shelf Public Offering), file any amendment to such a Registration Statement, file or 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 exercise 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 reasonable Subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, (A) such withdrawal is warranted based on a change would reasonably be expected to not be in the business best interests of the Company. Upon the occurrence of any of the conditions described in clause (i), (ii) or prospects (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of GEC such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Requesting Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Requesting Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) of this Section 2.1(f) on one (1) occasion during any period of twelve (12) consecutive months for a reasonable time specified in the Suspension Notice, but not exceeding ninety (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 Requesting Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Requesting Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the ninety (90) day period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.1(f), once the Suspension Period ends the Requesting Holder may request a new Demand Registration or a change new Shelf Registration (neither such request shall be counted as an additional Demand Registration for purposes of subclause (x) in the condition proviso of Section 2.1(a)). Notwithstanding anything to the contrary in this Exhibit B, the Company shall not be in breach of, or have failed to comply with, any obligation under this Exhibit B where the Company acts or omits to take any action in order to comply with applicable Law, any interpretation of the United States financial markets, staff of the SEC or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationOrder.

Demand Registration. (ai) Following At any time any Holder that holds any Registrable Securities shall have the first anniversary option and right, exercisable by 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”). 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. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $30.0 million based on the VWAP of such Registrable Securities as of the date hereof and upon of the Demand Notice (the “Minimum Amount”). (ii) Within five Business Days of the receipt of a the Demand Notice, the Company shall give written request from any MCM Party that GEC notice of such Demand Notice to all Holders and, within thirty days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety 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 (such request to be given to the Company within ten days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in the Demand Registration. 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) a Demand Registration within 90 days of the closing of any Underwritten Offering, (B) (i) through December 31, 2016, more than a total of three Demand Registrations and (ii) on or after January 1, 2017, more than a total of one Demand Registration per calendar year for which NGP Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) (i) through December 31, 2016, more than a total of three Demand Registrations and (ii) on or after January 1, 2017, more than a total of one Demand Registration per calendar year for which Rice Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than one Demand Registration for which Alpha Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (E) more than one Demand Registration for which ▇▇▇▇▇▇ ▇. ▇▇▇▇ III (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, and (F) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the registration Registrable Securities held by the Holders providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities 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 occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the offer period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and sale any other Holder that has requested its Registrable Securities be included in a Demand Registration 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 the Initiating Holder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Material Adverse Change or (B) because the Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (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 applicable Holders’ requests for such registration; 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 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. (a “vi) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate thereof. (ix) In the event a Demand Registration prior to the filing of Holder transfers Registrable Securities included on a Registration Statement relating theretoand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or require GEC to withdraw promptly any supplement such Registration Statement which has been filed as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to this Section 1 but which has not become such Registration Statement; provided that in no event shall the Company be required to file a post-effective under amendment to the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, Statement unless (A) such withdrawal is warranted based on a change in Registration Statement includes only Registrable Securities held by the business or prospects of GEC or a change in the condition Holder, Affiliates of the United States financial markets, Holder or transferees of the Holder or (B) there the Company has occurred a misstatement received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or omission in any prospectus which makes it inadvisable to proceed with transferees of the registrationHolder.

Demand Registration. i) At the later to occur of (ai) Following one year following the first anniversary closing of any initial public offering of the Company's securities, and (ii) that date hereof and upon which the receipt of Company is eligible to register the Warrant Shares for resale on a Form S-3, the Holder may deliver a written request from any MCM Party that GEC file a Registration Statement under (the Securities Act covering "Notice") executed by the Holder and requesting registration for of the offer and sale resale by Holder of all or part of the Registrable Securities (a “Demand Registration”), as Purchased Shares. As soon as practicablepracticable after receipt of the Notice, GEC the Company shall at its sole cost and expense file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered with the Commission on Form S-3 or any successor form, under the Securities Act, subject covering the issuance of the Warrant Shares issuable to the Holder upon exercise of the Warrant or the resale of the Warrant Shares issuable upon exercise of the Warrant by the Holder. The Company will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and in accordance shall keep such registration statement current and effective until such time as the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k) of the Commission or until such earlier date as all of the Purchased Shares registered pursuant to such registration statement shall have been sold or otherwise transferred by the Holder to a third party. The Company shall also prepare and file with the terms, conditions, procedures Commission such amendments and limitations contained supplements to such registration statement (and the prospectus used in this Agreement. connection therewith) as may be necessary to update and keep such registration statement (and the prospectus used in connection therewith) current and effective for such three-year period and to comply with the provisions of the Securities Act with respect to the sale of all securities covered by such registration statement. ii) The MCM Parties are collectively entitled Company shall not be required to effect two (2) such Demand Registrations a registration pursuant to this Section 1.2(a); provided, that, a 11(a): (i) after the Company has effected one (1) registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act11(a), and such registration shall not be deemed to be a Demand Registration if has either (iA) it agrees to pay been declared or ordered effective or (B) the costs request for such registration has been subsequently withdrawn by the Holder (and expenses such withdrawal is not based on materially adverse information concerning the Company of which the Holder was not reasonably aware at the time of such registration as set forth in Section 1.6 hereof, request); or (ii) if the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k); or (iii) if Form S-3 (or a successor or similar form) is not available for such withdrawal is accompanied offering by notice from the MCM Party thatHolder; or (iv) if the Company shall furnish to the Holder following receipt of his written request for registration, a certificate signed on behalf of the Board of Directors by the Chairman of the Board stating that in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition judgment of the United States financial marketsBoard of Directors of the Company, or it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred eighty (B180) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with days after receipt of the Holder's request for registration.

Demand Registration. (a) Following Subject to the first anniversary terms and conditions of this Agreement, including Section 2(c), if at any time following May 1, 2018, the date hereof and upon the receipt of Company receives a written request from any MCM Party the Investor that GEC file the Company register under the Securities Act Registrable Securities representing at least 10% of the Registrable Securities held by the Investor or the Permitted Holders, then the Company shall file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a Registration Statement registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be an Automatic Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the registration for statement to be declared effective or otherwise to become effective under the offer Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and sale shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of all or part of (1) the date on which the Investor notifies the Company in writing that the Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (2) (x) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is a “Demand Registration”WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (y) forty (40) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, pursuant to (d) below or pursuant to Section 5(j). (b) If the Investor intends to distribute the Registrable Securities covered by such Investor’s request by means of an underwriting, (i) the Investor shall so advise the Company as soon as practicablea part of its request made pursuant to Section 2(a) and (ii) the Investor shall have the right to appoint the book-running, GEC shall file managing and other underwriter(s) after consultation with the SEC Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2: (i) after the Company has effected three registrations pursuant to this Section 2, and use its reasonable best efforts each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 5(a); or (ii) more than twice during any single calendar year; provided, however, that a request for registration will not count for the purposes of this limitation if (x) the Investor determines in good faith to cause withdraw (prior to be declared effective, a the effective date of the registration statement relating to such request) the proposed registration or (y) the registration statement relating to such request is not declared effective within the earlier of Effectiveness Deadline. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 6(b) or Section 5(j) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 2(d) and (ii) no Suspension Period may overlap with any redemption pursuant the Certificate of Designations (including Section 5 thereof) through the date that is thirty (30) Business Days following any such redemption; and (2) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investor and Permitted Holders are afforded the opportunity to include Registrable Securities that MCM Party has requested be in such registered to be registered under the Securities Act, subject to and offering in accordance with Section 3 and (iii) the terms, conditions, procedures and limitations contained in right to delay or suspend the effectiveness or availability of such registration statement pursuant to this Agreement. The MCM Parties are collectively entitled to effect clause (2) shall not be exercised by the Company more than two (2) times in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period, other than solely due to the Financial Restatement (as defined in the Purchase Agreement) for so long as the Company is using its best efforts to issue the Restated Financial Statements (as defined in the Purchase Agreement). If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than ten (10) Business Days, the Investor may withdraw the demand therefor at any time after such Demand Registrations ten (10) Business Days so long as such delay is then continuing by providing written notice to the Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 2, including Section 2(c). (e) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 1.2(a); provided, 2 advises the Company and the Investor in writing that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to in its good faith judgment, the fault number of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed offering exceeds the number of Registrable Securities which can be sold in accordance with the plan of distribution set forth therein. The MCM Party may terminate such offering at a Demand Registration prior price acceptable to the filing Investor, then the number of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Registrable Securities Act, and such registration shall not be deemed so requested to be a Demand Registration if either (i) it agrees included in such offering shall be reduced to pay the costs and expenses that number of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatshares which, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition judgment of the United States financial marketsmanaging underwriter, or (B) there has occurred a misstatement or omission can be sold in any prospectus which makes it inadvisable to proceed with the registrationsuch offering at such price.

Demand Registration. (a) Following Any Warrantholder may, in writing, request that the first anniversary of Company effect the date hereof and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering the registration for the offer and sale of all or part (but not less than all) of such holder's Warrant Shares and specifying the Registrable Securities number of Warrant Shares to be registered and the intended method of disposition thereof (a “Demand "Registration Request"). The Company will promptly, and in no event more than 10 Business Days after receipt of such Registration request, give written notice (a "Notice of Requested Registration”)") of such request to all other holders of Warrant Shares, as soon as practicable, GEC shall file with the SEC and thereupon will use its reasonable best efforts to cause to be declared effective, effect the registration (a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered "Demand Registration") under the Securities ActAct of: (i) the Warrant Shares which the Company has been so requested to register by such Holder; and (ii) all other Warrant Shares the holders of which have made written requests to the Company for registration thereof within 20 days after the giving of the Notice of Requested Registration (which requests shall specify the intended method of disposition thereof) (the "Other Holders"), subject all to and the extent requisite to permit the disposition (in accordance with the termsintended methods thereof) of the Warrant Shares so to be registered. If requested by the Majority Holders requested to be included in any Demand Registration, conditionsthe method of disposition of all Warrant Shares included in such registration shall be an underwritten offering effected in accordance with Section 7.3 hereof. Subject to Section 7.1(d) hereof, procedures and limitations contained the Company may include in this Agreementsuch registration other securities for sale for its own account or for the account of any other Person. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective If any security holders of the Company (other than due the holders of Warrant Shares in such capacity) register securities of the Company in a Requested Registration in accordance with 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 the Issuer for any reason. (b) Notwithstanding anything herein to the fault contrary, the Warrantholder shall have the right to make one such Demand Registration for an underwritten offering on Form S-1, unless the Warrantholder could not register all of its Warrant Shares following such a MCM Party) and at least 75% demand by reason of the Registrable Securities managing underwriter's written opinion that inclusion of all such Warrant Shares in such Demand Registration would materially and adversely affect the marketing of the securities to be sold therein, in which case the Warrantholder shall be able to make one such additional Demand Registration. The Warrantholder shall have the right to make unlimited Demand Registrations on Form S-3 (or any successor short-form registration statement). (c) Demand registrations shall be on such appropriate registration form promulgated by the Commission as shall be selected by the Company, shall be reasonably acceptable to the Majority Holders, and shall permit the disposition of such Warrant Shares in accordance with the intended method or methods specified in their request for such registration. (d) If the number of Warrant Shares included in a Demand Registration is reduced pursuant to Section 7.1(b), the Company will include in any such registration, to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering, first, the Warrant Shares requested to be included in such Demand Registration registration by the Warrantholder, second, not less than 50% of any shares registered in such registration (and not withdrawnother than Warrant Shares of the Warrantholder) shall have been disposed be Warrant Shares of Other Holders requested to be included in such registration (which shall be included pro rata according to the number of Warrant Shares requested by such other Holders to be included in such registration), and third, other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the plan priorities then existing among the Company and the holders of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly such other securities; and any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, securities so excluded shall be withdrawn from and such registration shall not be deemed to be a included in such Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationRegistration.

Demand Registration. (a) Following At any time after 180 days after the first anniversary of Qualified Public Offering, the date hereof and upon the receipt holders of a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part majority of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with may notify the SEC and use its reasonable best efforts Company that they intend to offer or cause to be declared effectiveoffered for public sale all or any portion of their Registrable Securities in the manner specified in such request (the “Demand Request”). No later than five (5) days after receipt of such Demand Request, a the Company shall promptly deliver notice of such request to all Shareholders holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the Demand Request contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration statement relating shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than 180 days after the receipt of the Demand Request) the registration of all Registrable Securities that MCM Party has requested be registered to be registered whose holders request participation in such registration under the Securities Act, subject but only to the extent provided for in this Section 2; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than once. Notwithstanding anything to the 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 Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the terms, procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2.1(a). (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, procedures and limitations contained then the number of securities to be included in this Agreement. The MCM Parties are collectively entitled such underwritten public offering shall be reduced to effect two (2) a number deemed satisfactory by such Demand Registrations pursuant to this Section 1.2(a)managing underwriter; provided, that, a registration requested that the shares to be excluded shall be determined in the following order of priority: (i) securities to be registered by the Company pursuant to this Section 1.2(asuch registration statement shall be the first to be reduced or excluded and (ii) Registrable Securities of the Shareholders requesting registration shall not be deemed the last to have been effected unless be reduced or excluded. If there is a Registration Statement with respect thereto has become effective reduction of the number of Registrable Securities pursuant to clause (other than due ii), such reduction shall be made on a pro rata basis based upon the Registrable Securities sought to be included by the fault of a MCM Party) and at least 75Shareholders requesting registration, and, if such reduction exceeds 25% of the Registrable Securities of Shareholders requested to be included in such Demand Registration offering, then the registration shall not cause a reduction in the number of demand registrations permitted under Section 2.1(a). (c) With respect to a request for registration pursuant to Section 2.1(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Board of Directors and approved by the holders of a majority of the Registrable Securities (which approval will not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinbe unreasonably withheld or delayed). The MCM Party Company may terminate not cause any other registration of securities for sale for its own account (other than a Demand Registration prior registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the filing Securities Act is applicable) to become effective within ninety (90) days following the effective date of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed registration required pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration2.1.

Demand Registration. (a) Following the first anniversary At any time beginning after November 1, 2022, holders of at least ten (10) percent of the date hereof and upon the receipt of a written Registrable Securities then outstanding may request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering the registration for the offer and sale of all or part any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long- Form Registration shall specify the 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 five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 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 sixty (a “Demand Registration”), as soon as practicable, GEC 60) days after the date on which the initial request is given and shall file with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under effective by the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this AgreementCommission as soon as practicable thereafter. The MCM Parties are collectively entitled Company shall not be required to effect a Long-Form Registration more than two (2) such Demand Registrations pursuant to this Section 1.2(a)times for the holders of Registrable Securities as a group; provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless that a Registration Statement with respect thereto shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective (other than due and the holders requesting such registration are able to the fault of a MCM Party) register and sell at least 75% a majority of the Registrable Securities requested to be included in such Demand registration. (b) After the Public Offering, the Company shall use its best efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration (and not withdrawn) Statement on Form S-3 or any successor form thereto. At such time as the Company shall have been disposed of in accordance with qualified for the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing use of a Registration Statement relating on Form S-3 or any successor form thereto, but in any event no earlier than November 1, 2022, the holders of Registrable Securities shall have the right to request an unlimited number of registrations under the Securities Act of all or require GEC any portion of their Registrable Securities pursuant to withdraw promptly any 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, a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the Short-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Short-Form Registration within thirty (30) days after the date on which has been filed 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. (c) At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to this Section 1 Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), but in any event no earlier than November 1, 2022, the holders of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 Commission a Shelf Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be included in such Shelf Registration within ten (10) days after the date on which has the initial request is given and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (d) The Company shall not become be obligated to effect any Demand Registration within three (3) months after the effective date of a previous Demand Registration, Shelf Takedown or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register the offer and sale under the Securities Act, and such registration shall not be deemed actually sold, at least a majority of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to ninety (90) days the filing or effectiveness of a Registration Statement for a Demand Registration or a supplement (a “Shelf Supplement”) for the purpose of effecting an offering pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Takedown”) if either the Board determines in its reasonable good faith judgment that such Demand Registration or Shelf Takedown would (i) it agrees to pay materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the costs and expenses of such registration as set forth in Section 1.6 hereof, or 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; provided, that in such withdrawal event the holders of a majority of the Registrable Securities initiating such Demand Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is accompanied 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 or Shelf Takedown hereunder only once in any period of twelve (12) consecutive months. (e) If the holders of the Registrable Securities initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a), Section 2(b), or Section 2(c) and the Company shall include such information in its notice from to the MCM Party thatother holders of Registrable Securities. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering, which underwriter must be reasonably acceptable to the holders of a majority of the Registrable Securities initially requesting the offering. (f) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Class A Common Stock proposed to be included in the good faith exercise Demand Registration or Shelf Takedown, including all Registrable Securities and all other shares of its reasonable judgmentClass A Common Stock proposed to be included in such underwritten offering, (A) exceeds the number of shares of Class A Common Stock which can be sold in such withdrawal is warranted based on a change underwritten offering and/or the number of shares of Class A Common Stock proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the business or prospects of GEC or a change in the condition price per share of the United States financial marketsClass A Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (Bi) there has occurred first, the shares of Class A Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the shares of Class A Common Stock proposed to be included therein by any other Persons (including shares of Class A Common Stock to be sold for the account of the Company and/or other holders of Class A Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder. (g) Upon receipt of any Demand Registration, the Company shall not file any other Registration Statement without the consent of the holders of a misstatement or omission in majority of the Registrable Securities requesting registration until the consummation of the sale of Registrable Securities contemplated by the applicable Demand Registration; provided that the Company shall be permitted to file any prospectus which makes it inadvisable to proceed with the registrationRegistration Statement on Form S-8.

Demand Registration. (a) Following At any time following the first anniversary Closing and expiration or waiver of any lockup applicable to such Holders party hereto, the date hereof and upon the receipt of a written Initiating Holders may request from any MCM Party in writing that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration”). Within ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand 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, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration as soon as practicable, GEC ; provided that (i) the Company shall file not be required to effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration and (y) with the SEC and use its reasonable best efforts respect to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party with a total offering price not reasonably expected to exceed, in the aggregate, $50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has requested be registered been filed pursuant to be registered under the Securities Act, subject to Section 2.5 and in accordance with the terms, conditions, procedures is effective and limitations contained in this Agreementavailable for use. The MCM Parties are collectively entitled Company shall not be required to effect more than (A) two (2) registration under this Section 2.3 requested by the Sponsor and (B) three (3) registrations under this Section 2.3 requested by the 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 (the “Board”) it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.3 to be effected at such Demand Registrations time, the Company shall have the right to defer such registration for a period of not more than ninety (90) 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 twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 1.2(a)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 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 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 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 proposed to be registered shall be reduced pro rata to the respective number of Registrable Securities held by the Holders; providedprovided that in any event all Registrable Securities 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 Registrable Securities held by each such Initiating Holder or other Holder, thatas applicable) prior to any other shares of the Company, a including shares held by persons other than Holders. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 1.2(a) shall not be deemed 2.3 unless permitted to have been effected unless a Registration Statement with respect thereto has become effective (other than due to do so by the fault of a MCM Party) and at least 75% written consent of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationInitiating Holders.

Demand Registration. (a) Following After the first anniversary expiration of 180 days after the Closing Date, any Holder or Holders who collectively Beneficially Own at least 20% of the date hereof and upon Registrable Securities may request (a "Request Notice") the Company to register under the Securities Act all or any portion of the Registrable Securities that are held by such Holder or Holders (collectively, the "Requesting Holder") for sale in the manner specified in the Request Notice. (b) Promptly following receipt of a Request Notice, the Company shall notify each Holder (except the Requesting Holder) of the receipt of a written request from any MCM Party that GEC Request Notice and shall use its commercially reasonable efforts to file a Registration Statement registration statement under the Securities Act covering (each such registration statement is hereinafter referred to as a "Registration Statement") effecting the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and for public sale in accordance with the termsmethod of disposition specified in such Request Notice, conditionsof the Registrable Securities specified in the Request Notice (and in any notices that the Company receives from other Holders no later than the 15th day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holder are hereinafter referred to as the "Requesting Holders"). If such method of disposition shall be an underwritten public offering, procedures and limitations contained in this Agreementthe Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Securities to be registered, which approval shall not be withheld unreasonably. The MCM Parties are collectively entitled Company shall be obligated to effect two (2) such Demand Registrations register Registrable Securities pursuant to this Section 1.2(a); provided2.01 on two occasions only. (c) If the Company has received a Request Notice, that, a registration requested pursuant to this Section 1.2(a) shall whether or not be deemed to have been effected unless a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Requesting Holders a copy of a resolution of the Board of Directors of the Company certified by the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would not be in the best interest of the Company's stockholders for such Registration Statement (A) to be filed on or before the date such filing would otherwise be required hereunder, or (B) to become effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other than due similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (z) the Company is unable to the fault of a MCM Party) and at least 75% comply with requirements of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) Commission, the Company shall have been disposed of the right, but not more than once in accordance any calendar year with respect to any Request Notice, to defer such filing or effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed ninety days from the plan of distribution set forth therein. date the response period for Holders pursuant to Section 2.01(b) expires). (d) The MCM Party may terminate a Demand Registration prior Company shall be entitled to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly include in any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under 2.01, for sale in accordance with the Securities Actmethod of disposition specified by the Requesting Holder, and such registration shall not be deemed securities of the Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person other than a Demand Holder (the "Other Holders") entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement for sale in accordance with the method of disposition specified by the Requesting Holder, except and to the extent that, in the opinion of the managing underwriter (if either such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (d) and in Section 2.05, the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 or any forms succeeding thereto for purposes permissible under such forms as of the date hereof or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders or such other registration statements (i) it agrees for the resale of shares issued pursuant to pay the costs and expenses an employee stock ownership trust or other benefit plan of such registration as set forth a business acquired in Section 1.6 hereof, an Acquisition or (ii) such withdrawal is accompanied by notice in connection with non-underwritten resales of securities issued to owners of a business acquired in an Acquisition), whether for its own account or that of any Other Holder, from the MCM Party thatdate of receipt of a Request Notice requesting the registration of an underwritten public offering until the completion or abandonment of the distribution by the underwriters of all securities thereunder. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any demand registration rights to any Person unless such rights are expressly made subject to the right of Holders to include an equal number of shares of the Registrable Securities along with the other Person's shares in any registration relating to an underwritten public offering with respect to which, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition opinion of the United States financial marketsmanaging underwriter, or the inclusion of all shares requested to be registered by all Persons holding registration rights, would materially jeopardize the successful marketing of the securities (Bincluding the Registrable Securities) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationbe sold.

Demand Registration. (a) Following The Holder shall have the first anniversary of right, at any time after the date hereof Public Offering, to require the Company to register for offer and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement sale under the Securities Act covering all or a portion of the registration Registrable Securities then held by the Holder; it being understood that the Holder may exercise its rights under this Section 2(a) on not more than three occasions in the aggregate. As promptly as practicable after the Company receives a notice from the Holder (a "Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities consisting, as to each Registration, of an amount of Registrable Securities held by the Holder having an estimated market value of $5 million, subject to Section 2(b), the Company shall (i) prepare and, within 60 days after such request, file with the Commission a Registration Statement relating to the offer and sale of all the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise consents, be obligated to register any securities on a "shelf" registration statement or part of the Registrable Securities otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and ii) use its reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement. Subject to Section 2(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holder for resales of Applicable Securities for an Effectiveness Period ending on the earlier of (i) 30 days from the Effective Time of such Registration Statement or (ii) such time as all of such Applicable Securities have been disposed of by the Holder. (b) The Company shall have the right to postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if (i) the filing or causing to be declared effective or keeping continuously effective any such Registration Statement would require an audit of the Company's financial statements at a time such audit would not otherwise be required pursuant to the Exchange Act, subject (ii) the Company determines in good faith and on the advice of counsel that it would be required to disclose in such Registration Statement information which the Company has not otherwise publicly disclosed and is not at the time required to publicly disclose, (iii) the Company determines in accordance good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or any other corporate development involving the termsCompany or any of its subsidiaries or (iv) within the 90 day period preceding the receipt by the Company of a Demand Notice, conditions, procedures the Company has effected any other registration of its securities; provided that the Company may postpone a Demand Registration no more than once in any 18 month period and limitations contained that any such postponement period shall not exceed 90 days in this Agreementthe aggregate. The MCM Parties are collectively entitled to effect two Company shall advise the Holder of any such determination as promptly as practicable. (2c) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a The Company may include in any registration requested pursuant to this Section 1.2(a2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (hereof other than due securities for sale for its own account or for the account of another Person, subject to the fault following sentence. In connection with an underwritten offering pursuant to Section 2(a) hereof, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of a MCM Partysecurities requested to be registered exceeds the number which can be sold in such offering, the Company shall include in such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) and at least 75% of first, the Applicable Securities requested to be registered, (ii) second, any other Registrable Securities requested to be included in such Demand Registration pursuant to Section 3(a) hereof and (and not withdrawniii) third, any other securities requested to be included in such Registration. (d) The Holder shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand right to withdraw such request for Registration under Section 2(a) (i) prior to the filing time the Registration Statement in respect of such Registration has been declared effective, (ii) upon the issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) upon the Company availing itself of Section 2(b) hereof, or (iv) if the Holder is prevented pursuant to Section 2(c) hereof from selling any of the Applicable Securities it requested to be registered; it being understood that such Registration shall be deemed not to have been requested for purposes of Section 2(a) hereof if the Holder withdraws its request pursuant to clause (i), (ii), (iii) or (iv) above. If the Holder withdraws a request made pursuant to Section 2(a) but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, the Holder shall be entitled to participate in such Registration pursuant to Section 3 hereof, but in such case the Intended Offering Notice shall be required to be given to the Holder at least 10 business days prior to the anticipated filing date of the Registration Statement relating thereto, or require GEC and the Holder shall be required to withdraw promptly give the Piggy-back Notice no later than 5 business day after the Company's delivery of such Intended Offering Notice. (e) In the event that any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration 2 shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatinvolve, in whole or in part, an underwritten offering, the managing underwriter or underwriters shall be selected by the Company in good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in and shall be reasonably satisfactory to the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationHolder.

Demand Registration. Commencing on the Closing Date, the holders of at least sixty-six and two-thirds percent (a662/3%) Following the first anniversary of the date hereof aggregate number of (i) Shares that were sold to Purchasers in the Transaction, (ii) the Shares into which the Notes are or may be convertible, (iii) Warrant Shares that are issuable upon exercise of the Warrants and (iv) Warrant Shares that are issuable upon exercise of the receipt of a written Agent Warrants (collectively, the “Registrable Securities”) shall have the right to request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering the registration for the offer and sale of all or part any portion of the Registrable Securities upon the terms and conditions set forth in this Section 1(a). Promptly after receipt of a request for registration pursuant to this Section 1(a) the Company shall notify each registered holder of the Registrable Securities (a “Demand RegistrationHolder”) in writing of such request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such notice from the Company (the “Company Notice”), the Holder or the Holder’s agent may give the Company a written request to register all or some of the Holder’s Shares in the Registration Statement described in the Company Notice (the “Demand Notice”), provided that such Demand Notice is given within ten (10) days after the date on which the Company Notice is given (with such request stating (i) the amount of Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Shares). The Company shall, as soon as practicablepracticable after the date on which the Company Notice is given, GEC shall file with the SEC and use its reasonable best commercial efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless file a Registration Statement with respect thereto has become effective the Securities and Exchange Commission (the “SEC”) covering the Shares specified in the Demand Notice and in any written request from any other than due to Purchaser received by the fault of a MCM PartyCompany within ten (10) and at least 75% days of the Registrable Securities requested date on which the Company Notice is given and will use reasonable commercial efforts to be included in such Demand cause the Registration (and not withdrawnStatement to become effective. No right to registration of Shares under this Section 1(a) shall have been disposed of in accordance with the plan of distribution set forth thereinbe construed to limit any registration required under Section 1(b) hereof. The MCM Party may terminate a Demand Registration prior to obligations of the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to Company under this Section 1 but which 1(a) shall expire after the Company has not become effective afforded the Holders the opportunity to exercise registration rights under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (ithis Section 1(a) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the for one registration.

Demand Registration. (a) Following The Shareholders shall each have the first anniversary right to request on an unlimited number of occasions that the date hereof and upon the receipt of a written request from any MCM Party that GEC Company file a Registration Statement under with the Securities Act covering SEC on the appropriate registration form for the offer and sale of all or part of the Registrable Securities Shares held (or that would be held upon conversion of any securities into Registrable Shares) by such Shareholder once such Shareholder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Shares) (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”), as soon as practicable(ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, GEC shall file with provided that all necessary documents for the SEC registration can be obtained and prepared within such 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective 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 Shareholders holding a majority of Registrable Shares referred to in the Demand Notice and (ii) in its reasonable discretion, the underwriters for such 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. (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 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 Securities Act or any successor forms thereto) pursuant to 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 prior 180 days and (B) in connection with any such registration statement that has not been declared effective, a the Company is in good faith using commercially reasonable efforts to cause such registration statement relating 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 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 any Primary Shares or Other Shares; provided, however, that if the managing underwriter or underwriters formally advise(s) the Company in writing and with sufficient explanation that the inclusion of all Registrable Securities that MCM Party has requested be registered Shares, Primary Shares and Other Shares proposed to be registered under the Securities Act, subject to and included in accordance such registration would interfere with the termssuccessful marketing (including, conditionsbut not limited to, procedures pricing) of all such securities, then the number of Registrable Shares, Primary Shares and limitations contained Other Shares proposed to be included in this Agreement. The MCM Parties are collectively entitled to effect two such registration shall be included in the following order: (2i) first, the Registrable Shares held by the Shareholders requesting that their Registrable Shares be included in such Demand Registrations registration pursuant to this Section 1.2(a2(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) second, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration requested 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 1.2(a2 for purposes of Section 2(b)(i) shall not be deemed to have been effected unless above, if, as a Registration Statement with respect thereto has become effective result of an exercise of the underwriter’s cutback provisions in this clause (other c), fewer than due to the fault of a MCM Party) and at least 7525% of the total number of Registrable Securities Shares that the Shareholders have requested to be included in such Demand Registration registration statement are actually included. (and not withdrawnd) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party A requested registration under this Section 2 may terminate a Demand Registration be rescinded at any time prior to such registration being declared effective by the filing of 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 Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed registration initiated pursuant to this Section 1 but which has 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 reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the time of such rescission, 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 become effective under be required to reimburse the Securities Act, 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 be deemed to be have effected a Demand Registration for purposes of Section 2(a) if either the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) it agrees 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 pay 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 costs and expenses of such registration as limitations set forth in Section 1.6 hereof9, or (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 withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, underwriting arrangements and (Aiii) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed cooperates with the registrationCompany’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. (ai) Following At any time after the first anniversary expiration of the Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by 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”). 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. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate VWAP of at least $50 million (the “Minimum Amount”) as of the date hereof and upon of the Demand Notice. (ii) Within five Business Days after the receipt of a the Demand Notice, the Company shall give written request from any MCM Party that GEC notice of such Demand Notice to all Holders and, within thirty days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within ninety 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 ten days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company shall use all commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, (B) (i) through December 31, 2016, more than a total of three Demand Registrations for which RSP Permian Holdco, L.L.C. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder and (ii) on or after January 1, 2017, more than one Demand Registration per calendar year for which RSP Permian Holdco, L.L.C. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) more than a total of two Demand Registrations for which ▇▇▇ ▇▇▇▇▇▇▇, Jr. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of two Demand Registrations for which ▇▇▇▇▇▇▇ Family Partnership, LP (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (E) more than a total of two Demand Registrations for which ACTOIL, LLC (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, and (F) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities 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 occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(a)(iii) if, as a result of Section 2(a)(vi), there is included in the Demand Registration less than the lesser of (i) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $30 million and (ii) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) 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. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the offer account of any other Person, subject to Section 2(a)(vi) and sale Section 3(c)(iii). (vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration. (vii) 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 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. (a “viii) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate thereof. (ix) In the event a Demand Registration prior to the filing of Holder transfers Registrable Securities included on a Registration Statement relating theretoand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or require GEC to withdraw promptly any supplement such Registration Statement which has been filed as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to this Section 1 but which has not become such Registration Statement; provided that in no event shall the Company be required to file a post-effective under amendment to the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, Statement unless (A) such withdrawal is warranted based on a change in Registration Statement includes only Registrable Securities held by the business or prospects of GEC or a change in the condition Holder, Affiliates of the United States financial markets, Holder or transferees of the Holder or (B) there the Company has occurred received written consent therefor from a misstatement Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or omission in any prospectus which makes it inadvisable to proceed with transferees of the registrationHolder.

Demand Registration. (a1) At any time after the date hereof, and subject to the other provisions of this Section 12, the Executive shall have the right, exercisable by making a written request to 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 12 shall be limited to 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 demand Registration obligations hereunder for such calendar year shall be deemed to be fully satisfied when the registration statement filed on account of such 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 of any Registrable Securities, then 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 the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party that GEC pursuant to Section 12(a)(1) hereof, the Company shall (i) file within ninety (90) days thereafter a Registration Statement registration statement on the appropriate form under the Securities Act covering the registration for the offer 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 sale conditions customary for offerings of all 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 part underwriters of the Registrable Securities such Offering); and (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and iii) use its reasonable best efforts to cause 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 registration statement will ever be declared effectiveeffective by the Commission, a registration statement relating to all Registrable Securities and that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained Company makes no such guarantee or warranty in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.

Demand Registration. (a) Following the first anniversary At any time beginning after [October 5, 2020], holders of at least ten (10) percent of the date hereof and upon the receipt of a written Registrable Securities then outstanding may request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering the registration for the offer and sale of all or part any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the 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 five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 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 sixty (a “Demand Registration”), as soon as practicable, GEC 60) days after the date on which the initial request is given and shall file with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under effective by the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this AgreementCommission as soon as practicable thereafter. The MCM Parties are collectively entitled Company shall not be required to effect a Long-Form Registration more than two (2) such Demand Registrations pursuant to this Section 1.2(a)times for the holders of Registrable Securities as a group; provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless that a Registration Statement with respect thereto shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective (other than due and the holders requesting such registration are able to the fault of a MCM Party) register and sell at least 75% a majority of the Registrable Securities requested to be included in such Demand registration. (b) After the Public Offering, the Company shall use its best efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration (and not withdrawn) Statement on Form S-3 or any successor form thereto. At such time as the Company shall have been disposed of in accordance with qualified for the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing use of a Registration Statement relating on Form S-3 or any successor form thereto, but in any event no earlier than October 6, 2020, the holders of Registrable Securities shall have the right to request an unlimited number of registrations under the Securities Act of all or require GEC any portion of their Registrable Securities pursuant to withdraw promptly any 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, a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the Short-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Short-Form Registration within thirty (30) days after the date on which has been filed 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. EXHIBIT F (c) At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to this Section 1 Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), but in any event no earlier than October 6, 2020, the holders of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) 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 Commission a Shelf Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be included in such Shelf Registration within ten (10) days after the date on which has the initial request is given and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (d) The Company shall not become be obligated to effect any Demand Registration within three (3) months after the effective date of a previous Demand Registration, Shelf Takedown or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register the offer and sale under the Securities Act, and such registration shall not be deemed actually sold, at least a majority of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to ninety (90) days the filing or effectiveness of a Registration Statement for a Demand Registration or a supplement (a “Shelf Supplement”) for the purpose of effecting an offering pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Takedown”) if either the Board determines in its reasonable good faith judgment that such Demand Registration or Shelf Takedown would (i) it agrees to pay materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the costs and expenses of such registration as set forth in Section 1.6 hereof, or 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; provided, that in such withdrawal event the holders of a majority of the Registrable Securities initiating such Demand Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is accompanied 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 or Shelf Takedown hereunder only once in any period of twelve (12) consecutive months. EXHIBIT F (e) If the holders of the Registrable Securities initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a), Section 2(b), or Section 2(c) and the Company shall include such information in its notice from to the MCM Party thatother holders of Registrable Securities. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering, which underwriter must be reasonably acceptable to the holders of a majority of the Registrable Securities initially requesting the offering. (f) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the good faith exercise Demand Registration or Shelf Takedown, including all Registrable Securities and all other shares of its reasonable judgmentCommon Stock proposed to be included in such underwritten offering, (A) exceeds the number of shares of Common Stock which can be sold in such withdrawal is warranted based on a change underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the business or prospects of GEC or a change in the condition price per share of the United States financial marketsCommon Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (Bi) there has occurred first, the shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder. (g) Upon receipt of any Demand Registration, the Company shall not file any other Registration Statement without the consent of the holders of a misstatement or omission in majority of the Registrable Securities requesting registration until the consummation of the sale of Registrable Securities contemplated by the applicable Demand Registration; provided that the Company shall be permitted to file any prospectus which makes it inadvisable to proceed with the registrationRegistration Statement on Form S-8.

Demand Registration. (ai) Quantum shall have the option and right, exercisable by 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 in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (the “Demand Registration”). (ii) Following the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party that GEC Demand Notice, the Company shall file a Registration Statement as promptly as practicable covering all of the Registrable Securities that Quantum requests on such Demand Notice to be included in such Demand Registration in accordance with the terms and conditions of this Agreement and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act covering and remain effective under the Securities Act for not less than twenty four (24) months following the Effective Date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, (i) that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $50 million and (ii) the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2(a)(iv). Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than three (3) Demand Registrations in any twelve (12) month period. (iii) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to: (A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of Quantum)(the “Unaffiliated Board Members”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Common Shares), or (2) the Company is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; (C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (D) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “Shelf Registration Statement”), the Company shall be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12 month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if (1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder and (2) either (A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Common Stock would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation , (ii) after the advice of counsel, the sale of Common Shares covered by the shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or (B) the Unaffiliated Board Members, in good faith, determines that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the offer purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2(a)(iii), a “Suspension Period”); provided, however, that (i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 2(a)(iii) and/or Section 7(g) for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period, (ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2(a)(iii)(C)(1) or (2) or Section 2(a)(iii)(D), then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Common Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Common Shares as contemplated by Company employee benefit plans or employee or director arrangements. In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D), the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D), the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension. (iv) The Company may include in any such Demand Registration other Common Shares for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Common Shares proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Company Securities proposed to be included in such offering or the market for the Common Shares, then the Registrable Securities to be sold by Quantum shall be included in such registration before any Common Shares proposed to be sold for the account of the Company or any other Person. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and 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 through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form F-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided, however, that if at any time a Registration Statement on Form F-3 is effective and Quantum 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. (a “vi) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall, conditions(A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, procedures amendments, supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such states as Quantum shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed all other acts and things that may be necessary or appropriate or reasonably requested by Quantum to enable Quantum to consummate a public sale of such Registrable Securities in accordance with the plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationthereof.

Demand Registration. Upon the written request (aa “Notice”) Following the first anniversary by a Principal Holder, Legacy Holder or any other Holder owning or controlling at least five percent (5%) of the date hereof and upon then outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of the Notice, a written request from any MCM Party that GEC file registration statement (each, a “Registration Statement Statement”) under the Securities Act covering the registration providing for the offer and sale of all or part resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Demand RegistrationShelf Registration Statement”), ); provided that in no event shall the Company be required to file a Registration Statement prior to the date that is 90 days after the consummation of the Transactions. The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, GEC shall and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. To the extent the initial Registration Statement is not made on Form S-3, the Company shall, upon becoming eligible to file with a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the SEC initial Registration Statement and use its reasonable best efforts to cause such subsequent Registration Statement to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under effective by the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this AgreementCommission as soon as reasonably practicable thereafter. The MCM Parties are collectively entitled Company shall use its commercially reasonable efforts to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a cause each Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective under (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities ActAct and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder shall be limited to two demand registrations under this Section 2.01 in any twelve-month period (provided, however, that there shall be no limit on the number of Shelf Registration Statements that may be required by the Holders hereunder), and such registration the Company shall not be deemed obligated to be a Demand file more than one Registration if either (i) it agrees to pay Statement within 120 days after the costs and expenses effective date of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied any Registration Statement filed by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationCompany.

Demand Registration. (a) Following On or prior to each Filing Date, the first anniversary of Company shall prepare and file with the date hereof and upon the receipt of a written request from any MCM Party that GEC file Commission a Registration Statement under the Securities Act covering the registration for the offer and sale resale of all or part of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (a except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders or to make any disclosure contained therein not misleading) substantially the “Demand Registration”)Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, as soon as practicable, GEC the Company shall file with the SEC and use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effectiveeffective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement as promptly as practicable, and shall, if requested, provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (b) Notwithstanding the registration statement relating obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use reasonable best efforts to file an amendment or amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(c) with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission to maximize the number of Registrable Securities to be registered), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares and Warrant Shares (applied to the Holders on a pro rata basis based on the total number of unregistered Shares and Warrant Shares held by such Holders). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, then the Company shall use reasonable best efforts to file with the Commission, as promptly thereafter as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within two Trading Days of the date that the Company is notified in writing by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowed Delay), for more than 15 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such two Trading Day period is exceeded, and for purpose of clause (iv) the date on which such 15 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that MCM Party has requested the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be registered 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven Trading Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be registered paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Holder and the Company’s transfer agent, if any, (ii) to a Holder with respect to an Event caused by any action of such Holder or failure of such Holder to take any action that such ▇▇▇▇▇▇ is required to take hereunder, or (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities Actbecause of possession of material non-public information. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, subject the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to and register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in accordance with effect until such time as a Registration Statement on Form S-3 covering the terms, conditions, procedures and limitations Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained in this Agreement. The MCM Parties are collectively entitled , in no event shall the Company be permitted to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault name any Holder or affiliate of a MCM Party) and at least 75% of Holder as any underwriter without the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses written consent of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationHolder.

Demand Registration. (a) Following At any time and from time to time after the first effective date hereof but prior to the fifth anniversary of the effective date hereof, the holders of Underwriter Warrants shall have the right to make written request of the Company on one occasion to register under the Act at least fifty percent (50%) of the Underlying Stock which would be issuable upon exercise of the Underwriter Warrants pursuant to the terms and conditions hereof. The Underlying Stock specified in such request or a request pursuant to Section 3(d) hereof and is referred to herein as the "Subject Stock." Promptly upon the receipt of a written request from any MCM Party that GEC file a Registration Statement under such request, the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC Company shall file with the SEC Commission a Registration Statement on the applicable form for the registration of the Subject Stock and use its reasonable best efforts to cause such Registration Statement to be declared effectivebecome effective (including, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered without limitation, filing post-effective amendments, appropriate qualifications under the Securities Act, subject to applicable blue sky or other state securities laws and in accordance appropriate compliance with the terms, conditions, procedures Act and limitations contained in this Agreementthe Rules and Regulations promulgated thereunder) as soon as practicable to permit or facilitate the sale and distribution of the Subject Stock. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations Immediately upon receipt of a request for registration pursuant to this Section 1.2(a3(c); provided, that, a registration requested pursuant to the Company shall notify each of the holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 1.2(a) 3(c), if the Company shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due furnish to the fault holders of Underwriter Warrants a MCM Party) and at least 75% certificate signed by the Chief Executive Officer of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, Company stating that in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition judgment of the United States financial marketsBoard of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such a Registration Statement to be filed and it is therefore essential to defer a filing of such Registration Statement, or the Company shall have the right to defer such filing for a period of not more than one hundred twenty (B120) there has occurred days after receipt of the request from the holders of Underwriter Warrants to effect such a misstatement or omission registration; provided, however, that the Company may not utilize the right more than once in any prospectus which makes it inadvisable twenty-four (24) month period; and, provided further, that the holders of Underwriter Warrants may, at any time in writing, withdraw such request for such registration and therefore preserve the right provided in this Section 3(c) for the holders of Underwriter Warrants to proceed with the request such registration.

Demand Registration. (a) Following The Holders shall have the first anniversary of right after the date hereof and upon that is 180 days after the receipt of Distribution Date to request (a written request from any MCM Party “Demand Registration Request”) that GEC file a Registration Statement under the Securities Act covering the registration for Twin Hospitality register the offer and sale of all such portion of such Holders’ Registrable Securities, as shall be specified in the Demand Registration Request, on a Registration Statement on Form S-1 or part of any similar long-form Registration Statement (a “Long-Form Registration”), or on a Registration Statement on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to the base prospectus included in such Registration Statement on Form S-3 (a “Short-Form Registration”), at such time that Twin Hospitality qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”, and the Holder requesting such Demand Registration, the “Initiating Holder”), by filing with the SEC a Registration Statement covering such Registrable Securities (a “Demand Registration Statement”). A Demand Registration Request shall specify (i) the Initiating Holder(s), (ii) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, and (iii) to the extent then known, the intended method of disposition in connection with such Demand Registration. Twin Hospitality shall (A) within 10 days of the receipt of a Demand Registration Request, provide written notice of such Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder(s) (the “Eligible Holders”), (B) use its commercially reasonable efforts to file a Demand Registration Statement in respect of such Demand Registration within 60 days (in the case of a Short-Form Registration) or within 75 days (in the case of a Long-Form Registration) of receipt of such Demand Registration Request, and (C) use its commercially reasonable efforts to cause such Demand Registration Statement to become effective as soon as practicable, GEC reasonably practicable thereafter. Twin Hospitality shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to include in such Demand Registration Statement all Registrable Securities that MCM Party has have been requested be registered to be registered included by (x) the Initiating Holder(s) pursuant to the Demand Registration Request, and (y) the Eligible Holders within 10 Business Days following Twin Hospitality’s delivery of the Company Notice. (b) Prior to the time Twin Hospitality becomes eligible to conduct a Short-Form Registration, Twin Hospitality shall not be obligated to effect more than two Long-Form Registrations in any calendar year. From and after the time Twin Hospitality becomes eligible to conduct a Short-Form Registration, Twin Hospitality shall not be obligated to effect (i) any Long-Form Registrations, and (ii) more two Short-Form Registrations in any calendar year. For purposes of the immediately preceding two sentences, a Demand Registration shall be deemed to have occurred if the Demand Registration Statement relating thereto (A) has become effective under the Securities Act, subject to and (B) has remained effective for a period of at least 180 days, or such shorter period in accordance with the terms, conditions, procedures and limitations contained which all Registrable Securities included in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant Registration Statement have been sold thereunder or withdrawn, or, if such Demand Registration Statement relates to this Section 1.2(aan Underwritten Offering, such longer period as, in the opinion of counsel for the underwriter(s); provided, that, a registration requested pursuant prospectus is required by law to this Section 1.2(abe delivered in connection with sales of Registrable Securities by an underwriter or dealer (the applicable period, the “Demand Period”), and (C) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and includes at least 75% of the Registrable Securities that the Initial Holder(s) and the Eligible Holders requested to be included therein. No Demand Registration Request may be made by the Holders to the extent that a Shelf Registration Statement (as defined below) (x) has been effected pursuant to the provisions of Section 8.2 and remains effective as of the date of the Demand Registration Request, (y) registers the Registrable Securities subject to such Demand Registration Request, and (z) permits the intended method of disposition of such Registrable Securities as set forth in such Demand Registration Request. (c) If the Underwriters’ Representative of a proposed Underwritten Offering under this Section 8.1 has informed Twin Hospitality (or, in the case of a Demand Registration not being underwritten, the Twin Hospitality Board determines in its reasonable discretion) that, in its view, the number of Registrable Securities requested to be included in such Demand Registration exceeds the largest number of shares that can be sold without being likely to have an adverse effect on the price, timing or distribution of the shares offered in such offering (the “Maximum Offering Size”), then Twin Hospitality shall include in such Demand Registration: (i) first, all Registrable Securities requested to be included in such Demand Registration by the Initiating Holder(s), and not withdrawn(ii) shall thereafter, and only if all Registrable Securities referred to in clause (i) have been disposed included, any Registrable Securities requested to be included in such Demand Registration by any Eligible Holders, with such priorities among them as Twin Hospitality shall determine. (d) No Holder may participate in any Underwritten Offering under this Section 8.1 unless such H▇▇▇▇▇ completes and executes all customary questionnaires, powers of in accordance attorney, custody agreements, underwriting agreements, and any other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under this Section 8.1, each participating Holder shall be a party to the underwriting agreement with the plan underwriters, and shall be required to (i) make certain customary representations and warranties with respect to their ownership of distribution set forth therein. The MCM Party may terminate a such Registrable Securities being included in such Underwritten Offering, and (ii) provide customary indemnification for the benefit of Twin Hospitality and the underwriters with respect to the information such participating Holder has provided for inclusion in such Demand Registration prior to the filing of a Registration Statement relating theretoStatement; provided, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Acthowever, and that, such registration participating Holder shall not be deemed required to be a Demand Registration if either (i) it agrees make representations and warranties with respect to pay the costs Twin Hospitality or its business and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationoperations.

Demand Registration. (a) Following At any time following the first anniversary expiration of the date hereof and upon Disposition Restriction Period, if the receipt Company is unable to file, cause to be effective or maintain the effectiveness of a written request from any MCM Party that GEC file a Shelf Registration Statement as required under Section 5.1 hereof, the Investors’ Representative shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act covering the registration for the offer and sale number of all or part of the Registrable Securities Beneficially Owned by any Investors and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, as soon as practicablehowever, GEC that the Company shall file with the SEC and use its reasonable best efforts to cause to not be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled required to effect more than two (2) such Demand Registrations for underwritten offerings pursuant to this Section 1.2(a5.2(a); and, provided, thatfurther, a registration requested pursuant to this Section 1.2(a) that the Investors shall not be deemed entitled to have been effected unless 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 requested to be registered by 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 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 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 30 days after receipt by the Company of such Demand Notice, a Registration Statement with respect thereto has become effective (other than due relating to the fault of a MCM Party) offer and at least 75% sale of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of therein by the Investors thereof in accordance with the plan methods of distribution set forth therein. The MCM Party may terminate elected by such Investors (a “Demand Registration Statement”) and shall use commercially reasonable efforts to cause such Registration Statement to 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 limited to the actions required pursuant to Section 5.5(a)(viii) and, if a Company Supported Distribution is requested, Section 5.5(a)(xiv). (b) If any of the Registrable Securities registered pursuant to a Demand Registration prior are to be sold in a firm commitment underwritten offering, and the filing 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, 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: (i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Investors, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Investor; and (ii) second, among any 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 a cutback in accordance with this clause (c), Investors are unable to sell at least 90% of the Registrable Securities initially proposed to be sold in a Company Supported Distribution, such offering 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 theretoto a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or require GEC to withdraw promptly any such Registration Statement 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 pay for expenses of any registration proceeding begun pursuant to Section 5.2(a) hereof, which has been filed subsequently withdrawn pursuant to this Section 1 but which 5.2(d) at the request of the 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 (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 become effective under publicly disclosed at least five (5) Business Days prior to the Securities ActCompany’s receipt of such withdrawal request. (e) Notwithstanding anything contained herein to the contrary, and such registration with the prior written consent of the Investors’ Representative (which consent shall not be deemed unreasonably withheld, conditioned or delayed), the Company shall be entitled to coordinate any offerings under this Section 5.2 with any offerings to be a Demand Registration if either (i) it agrees effected pursuant to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed similar agreements with the registrationholders of Other Securities, including, if practicable, by filing one Registration Statement for all Other Securities.

Demand Registration. (a) Following (i) SAP and its Affiliated Companies shall have the first anniversary of right, after the date hereof 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 upon (ii) Silver Lake and its Affiliated Companies shall have the receipt of right, after the two year period following the IPO Date, to request in writing (a written “Request”) (which request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of shall specify the Registrable Securities 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 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 practicablepracticable (the “Filing Date”) after the receipt of such a Request by the Company, GEC a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and the Company shall file with the SEC and use its reasonable best efforts to cause 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 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 date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement shall have been sold pursuant thereto) (provided that such period shall be declared effective, 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 relating at the request of the Company or the Underwriters’ Representative pursuant to all Registrable Securities that MCM Party has requested be registered the provisions of this Agreement), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to be registered under 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 form used by the Company for such Demand Registration Statement or by the Securities Act, subject to the Exchange Act, any state securities or blue sky laws, or any rules and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a)regulations thereunder; provided, thatthat such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the case of an Underwritten Offering, and subject to 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 registration requested pursuant to this Section 1.2(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 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 due to the fault by reason of a MCM Partyfailure 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 (i) and at least 75% the date as of which all of the Registrable Securities 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 Demand Registration registration, (B) the number of Registrable Securities held by Silver Lake and not withdrawnits Affiliated Companies (“Silver Lake Securities”), if any, up to 1% 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 have been disposed be applied pro rata among the SAP Securities, Silver Lake Securities and Q II Securities based on each of in accordance with their pro rata share of the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior Cap Amount (i.e., 44.44% SAP Securities/44.44% Silver Lake Securities/11.12% Q II Securities); (ii) second, up to the filing 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 Registration Statement relating theretopro 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 require GEC such other allocation method determined by the Company; and (v) fifth, securities the Company proposes to withdraw promptly sell. (e) No Holder may participate in any Registration Statement which has been filed Underwritten Offering under this Section 3.1 and no other Person shall be permitted to participate in any such offering pursuant to this Section 1 but which has not become effective 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, and 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 designated by it for registration shall not be deemed by giving written notice to be a Demand Registration if either (i) it agrees such effect to pay the costs and expenses Company prior to the effective date of such registration as set forth statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in Section 1.6 hereof, or the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (ii) subject to the other terms and conditions of this Agreement). No such withdrawal is accompanied by notice from shall affect the MCM Party thatobligations 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 registration; provided, however, that in the good faith exercise case of its reasonable judgmenta Demand Registration, (A) if such withdrawal is warranted based on a change shall reduce the number of Registrable Securities sought to be included in the business or prospects of GEC or a change in the condition such registration below 0.5% of the United States financial marketsoutstanding 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 (B) there 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 occurred a misstatement or omission in any prospectus which makes it inadvisable been theretofore filed, the Company shall not seek, and shall use reasonable best efforts to proceed with prevent, the registrationeffectiveness thereof.

Demand Registration. (ai) Following At any time after the first anniversary expiration of the applicable Lock-Up Period, any Preferred Holder and Sponsoring Holder shall severally have the option and right, exercisable by 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”). 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. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $75 million based on the VWAP (the “Minimum Amount”) as of the date hereof of the Demand Notice; provided, however, that the Minimum Amount shall not apply in the event that, as the result of Cutback Shares being removed from such Registration Statement pursuant to this Section 2(a)(i), the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of less than $75 million. If at any time the Commission takes the position that some or all of the Registrable Securities proposed to be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Registration Statement (such portion of the Registrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be eligible to be made on a delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the Initiating Holder so elects, the Company shall remove the Cutback Shares from such Registration Statement. Any Cut Back Shares so removed pursuant to this Section 2(a)(i) shall be allocated among the Holders including Registrable Securities for resale on such Registration Statement on a pro rata basis. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of Section 2(a)(iii) if, as a result of the cutback provisions in this Section 2(a)(i) or Registrable Securities of Holders other than the Initiating Holder included in such Demand Registration pursuant to Section 2(a)(ii), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $75 million and upon (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of a the Demand Notice, the Company shall give written request from any MCM Party that GEC 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 (including using reasonable best efforts to file a Registration Statement including Registrable Securities included on any previous Registration Statement that ceases to be effective, which, for the avoidance of doubt shall not be considered an additional Demand Registration for any Holder pursuant to Section 2(a)(iii)) under the Securities Act until all such securities registered for resale thereunder cease to be Registrable Securities (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering (or such shorter time as the Company may notify the Holders in writing) (any such time period, a “No Demand Period”), unless any Preferred No-Blocking Period exists during such No Demand Period, in which case the Company shall nevertheless be required to effect a Demand Registration initiated by any Preferred Holder that is then otherwise entitled to initiate a Demand Registration during such Preferred No-Blocking Period, (B) more than a total of four Demand Registrations for which WildHorse Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) more than a total of four Demand Registrations for which Esquisto Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of four Demand Registrations for which Acquisition Co. Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (E) more than a total of six Demand Registrations for which any Preferred Holder is the Initiating Holder; and (F) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities 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 occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) 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. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company may cease all efforts to secure effectiveness of the applicable Registration Statement, unless one or more Holders other than the withdrawing Holder(s) shall promptly request the Company in writing to include additional Registrable Securities in the Demand Registration such that amount of Registrable Shares to be included in the Demand Registration satisfies the Minimum Amount (a “Requisite Holder Substitution”). In the absence of a Requisite Holder Substitution, such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (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(c)(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) subject to applicable law and the requirements of the Commission, 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, subject to Section 3(o), (X) if the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the registration Registrable Securities has been declared effective by the Commission (provided that Form S-1 is then available for sales on a delayed or continuous basis under the offer provisions of Rule 415 in respect of such Demand Registration), and sale (Y) if the Company becomes, and is at the time of its receipt of a Demand Notice eligible to use Form S-3, the Demand Registration for any offering and selling of Registrable Securities shall be registered on Form S-3 (or any equivalent or successor form under the Securities Act (if available to the Company) and (Z) if at the time of its receipt of a Demand Notice, the Company is a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be registered on an Automatic Shelf Registration Statement 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 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. (a “vii) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party 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 amend or supplement such Registration Statement as may terminate be necessary in order to enable such transferee to offer and sell such Registrable Securities 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 held by the Holder, Affiliates of the 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 (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. (ix) Notwithstanding the foregoing restrictions of this Section 2(a), but subject to any applicable No Demand Periods, the Preferred Holders shall be permitted to deliver a Demand Notice for a Demand Registration prior during the Lock-Up Period so long as (A) the Company is then-eligible to use Form S-3 to register the resale of Registrable Securities and (B) the Preferred Holders do not dispose of any Registrable Securities pursuant to the applicable Registration Statement for the duration of the Lock-Up Period. Further, and for the avoidance of doubt, nothing in this Agreement shall prohibit a Preferred Holder from exercising its rights as a Holder during the Lock-Up Period, including, but not limited to, a Preferred Holder’s participation in a Demand Registration, Underwritten Offering and/or Underwritten Piggyback Offering, other than with respect to (Y) except as provided in the immediately preceding sentence, delivering a Demand Notice as an Initiating Holder during its Lock-Up Period pursuant to Section 2(a)(i) and (Z) exercising its right to receive a Piggyback Notice or to participate in any Piggyback Registration during its Lock-Up Period with respect to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under registration statement for the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay sale of securities solely for the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition account of the United States financial marketsCompany, or (B) there has occurred a misstatement or omission in which registration statement, for the avoidance of doubt, does not include Registrable Securities of any prospectus which makes it inadvisable to proceed with the registrationHolder.

Demand Registration. (a) Following the first anniversary of the date hereof and upon the After receipt of a written request from any MCM Party a Holder requesting that GEC file the Company effect a Registration Statement registration (a "Demand Registration") under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon the Company shall, as expeditiously as is possible, but in any event no later than thirty (30) days (excluding any days which occur during a “permitted Blackout Period under Section 5 below) after receipt of a written request for a Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, effective as soon as practical after the filing thereof a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that MCM Party which the Company has been so requested be registered to be registered under register by such Holders ("Participating Demand Holders"), to the Securities Act, subject extent required to and permit the disposition (in accordance with the termsintended method or methods thereof, conditionsas aforesaid) of the Registrable Securities so registered; provided, procedures however, that the aggregate number of the Registrable Securities requested to be registered constitute at least 10% of the initial amount of the Registrable Securities or include all Registrable Securities which remain outstanding at such time; provided further that, the Company may, if permitted by applicable Laws and limitations contained Regulations, utilize the Shelf Registration Statement to satisfy its obligations hereunder. (b) If the majority of the Participating Demand Holders in this Agreementa Demand Registration relating to a public offering so request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. The MCM Parties are collectively If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a pro rata basis (based on the number of Registrable Securities held by each Participating Demand Holder). (c) Holders shall be entitled to effect an aggregate of two (2) such Demand Registrations registrations of Registrable Securities pursuant to this Section 1.2(a3(a) in respect of an underwritten secondary offering (each, a "Demand for Registration"); provided, that, provided that a registration requested pursuant to this Section 1.2(a3(a) shall not be deemed to have been effected for purposes of Section 3(d) unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay has been declared effective by the costs and expenses of such registration as SEC, (ii) it has remained effective for the period set forth in Section 1.6 hereof6(a) and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction or other requirement of the SEC prompted by act or omission of Holders of Registrable Securities). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two Demand Registration Statements in any 12 month period or (ii) such withdrawal is accompanied by notice from any Demand Registration Statement within 90 days following the MCM Party that, in the good faith exercise date of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects effectiveness of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationother Registration Statement.

Demand Registration. (a) Following Subject to the first limitations contained in this Section 3, at any time following the second (2nd) anniversary of the date hereof Closing Date (as defined in the Merger Agreement), the Investor may, at any time and upon from time to time, request that the receipt Company register for sale all or any of a written request from any MCM Party that GEC file a Registration Statement its Registrable Securities under the Securities Act covering in connection with an Underwritten Offering by sending the registration for Company a written request setting forth such request and specifying the offer and sale number of all or part of the Registrable Securities required to be registered and the intended method of disposition (any such registration being referred to herein as a “Demand Registration”); provided that the minimum number of Registrable Securities to be registered on behalf of the Investor in any Demand Registration must be equal to at least thirty-three and one-third percent (33.33%) of the Registrable Securities held by Investor (on an as-converted basis) on the date hereof. For the avoidance of doubt, as soon as practicablethe Investor’s right to Demand Registration includes, GEC without limitation, the right to require registration of an underwritten public offering of Registrable Securities (an “Underwritten Offering”) or the right to require the filing of a preliminary and final prospectus supplement to the extent that a Shelf Registration Statement is then effective. However, the registration of shares of Common Stock pursuant to any continuous offering of Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Offering”) shall file be governed by Section 2 hereof. (b) Subject to the limitations contained in this Section 3, upon the receipt by the Company of a written request for a Demand Registration pursuant to Section 3(a), the Company shall cause a Registration Statement on Form S-3 or any successor form thereto (or, if the Company is not then eligible to register the resale of shares on Form S-3, on another appropriate form in accordance with the SEC Securities Act) to be filed within sixty (60) days after the date on which the initial request is given (provided, however, that no filing of a Demand Registration shall be made earlier than the 24 month anniversary of the date of the closing of the Merger Agreement) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement relating to effective by the Commission as soon as practicable thereafter covering all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included registered in such the Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinRegistration. The MCM Party may terminate Company shall not be required to effect more than three (3) Demand Registrations pursuant to this Section 3. Any registration initiated as a Demand Registration prior pursuant to Section 3(a) shall not count as a Demand Registration unless and until the Registration Statement with respect to such registration shall have become effective. (c) The Company shall not be obligated to effect any Demand Registration within one-hundred eighty (180) days after the effective date of a previous Demand Registration or a previous registration in which the Investor was given Piggyback Registration rights. The Company may postpone the filing or effectiveness of a Registration Statement relating theretofor a Demand Registration (i) for up to ninety (90) days if the Company, in good faith, determines that such Demand Registration would reasonably be expected to result in an Adverse Disclosure or require GEC (ii) for up to ninety (90) days, if the Company, in good faith, intends to conduct a primary offering of Common Stock within ninety (90) days of the proposed Demand Registration; provided that in such event the Investor shall be entitled to withdraw promptly such request and, if such request 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. (d) The Investor may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notice from the Investor to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not nonetheless be deemed to be a Demand Registration if either hereunder unless the withdrawal is made after a material adverse change to the Company or after notice of a postponement pursuant to Section 3(c). (e) In the case of any Demand Registration that relates to an Underwritten Offering, the Investor shall select the investment banking firms to act as the managing underwriter or underwriters in connection with such Underwritten Offering, provided that such investment banking firms shall be reasonably acceptable to the Company. (f) If a Demand Registration is initiated by the Investor as an Underwritten Offering, and the managing underwriter advises the Investor and the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such Underwritten Offering, exceeds the number of shares of Common Stock which can be sold in such offering or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the marketability of such offering, the Company shall include in such registration (i) it agrees first, the number of shares of Common Stock requested to pay be included therein by the costs Investor and expenses of such registration as set forth in Section 1.6 hereof, or the BKC Investors; and (ii) second, the number of shares of Common Stock requested to be included therein by the holders of Common Stock (other than the Investor and the BKC Investors), allocated among such withdrawal is accompanied by notice from the MCM Party that, holders in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationmanner as they may agree.

Demand Registration. (a) Following the first anniversary of At any time after the date hereof and that is ten months from the date hereof, upon written notice to the receipt of Issuer from a written request from any MCM Party that GEC file Holder or Holders holding a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part majority in interest of the Registrable Securities (a “"Demand Registration”)Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicablepracticable and, GEC shall within 15 days after such request, file with the SEC Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered effective under the Securities Act, subject to and Act for purposes of dispositions in accordance with the termsintended method or methods of disposition stated in such request within 30 days after the filing of such registration statement; provided, conditionshowever, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled that the Issuer shall have no obligation to effect two (2i) cause such Demand Registrations registration statement filed pursuant to this Section 1.2(a); provided, that, 2.2 to be declared effective on a date that is prior to the first anniversary of this Agreement or (ii) cause such registration requested statement filed pursuant to this Section 1.2(a2.2 to be declared effective during any period during which a Shelf Registration Statement filed pursuant to Section 2.1 remains effective. Notwithstanding any other provision of this Agreement to the contrary: (i) the Holders may collectively exercise their Demand Request rights for registration of their Registrable Securities under this Section 2.2(a) on not more than three occasions (any such registration being referred to herein as a "Demand Registration"); (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; (iii) the Issuer shall not be required to effect a Demand Registration hereunder if all securities owned by the Holders have ceased to be Registrable Securities; and (iv) the Issuer shall not be required to effect more than one Demand Registration during any 12 month period. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by Holders pursuant to this Section 2.2 shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective effected, and, therefore, not requested and the rights of each Holder shall be deemed not to have been exercised for purposes of paragraph (other than due to the fault of a MCM Partya) and at least 75% of the Registrable Securities requested to be included in above, (i) if such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, Act or (ii) if such withdrawal is accompanied Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act (including, without limitation, if it was interfered with by notice from the MCM Party thatany stop order, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business injunctions or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.other

Demand Registration. (a) Following 4.1 If, at any time after the first anniversary Required Filing Date and prior to the expiration of the date hereof and upon Effectiveness Period, (i) (A) additional Registrable Securities, which have not been included in the receipt Shelf Registration Statement of the Company pursuant to Section 3.1 above, are issued or issuable to, or otherwise acquired by, a written request from any MCM Party that GEC file Designated Holder or (B) a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities is not then effective and available for sales thereof by a Designated Holder for any reason (other than the fault of such Designated Holder or as a result of a suspension or discontinuance or restriction permitted under Section 7.4, Section 7.5 or Section 7.6), and (ii) the Company receives from one or more Designated Holders a written request (the “Demand RegistrationRequest”) (which request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Designated Holders), the Company shall as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect no more than two (2) such Demand Registrations pursuant registrations during the period from the Required Filing Date to this Section 1.2(a); provided, that, the expiration of the Effectiveness Period (but not more frequently than once per 180 day period) and to permit or facilitate the sale and distribution of all of such Registrable Securities. The Company shall file a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Shelf Registration Statement with respect thereto on a Form F-3 no later than thirty (30) days following its receipt of a Demand Request; provided that if the Company is required to file the Registration Statement on a Form F-1, then the Company shall have seventy-five (75) days from the date of its receipt of a Demand Request to prepare and file the Registration Statement. The Company shall give written notice at least fifteen (15) days prior to filing the Registration Statement to all Designated Holders and shall include in such Registration Statements all Registrable Securities of any Designated Holder that has become effective (other than due delivered a written request to the fault of a MCM Party) and Company to include its Registrable Securities at least 75% of the Registrable Securities requested to be included in such Demand Registration five (and not withdrawn5) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration days prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition date of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationapplicable Registration Statement.

Demand Registration. (a) Following the first anniversary of the date hereof and upon the After receipt of a written request from the Investor (or any MCM Party other Holder) requesting that GEC file the Company effect a Registration Statement registration (a “Demand Registration”) under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities held by the Investor (a “Demand Registration”)or such other Holder) which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon the Company shall, as soon expeditiously as practicableis reasonably possible, GEC shall but in any event no later than (i) forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration or (ii) if, as of such forty-fifth (45th) day the Company does not have audited financial statements required to be included in a registration statement, thirty (30) days after receipt by the Company from its independent public accountants of such audited financial statements but in no event later than ninety (90) days after receipt of a written request for a Demand Registration Statement, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders (“Participating Demand Holders”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least US$25 million, based on the closing trading price of the Equity Shares on the date the demand to file such Demand Registration Statement is made or (ii) include all Registrable Securities of the Investor (or other Holder) requesting the Demand Registration which remain outstanding at such time. (1) If the Investor (or other Holder) requesting the Demand Registration or the Participating Demand Holders holding a majority of the shares being so registered in a Demand Registration relating to a public offering so request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 12 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company shall include in such Demand Registration the Registrable Securities that MCM Party has the Participating Demand Holders have requested be registered to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a pro rata basis (based on the number of Registrable Securities held by each Participating Demand Holder). If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Registration any Equity Shares of the Company and other Equity Shares held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such Demand Registration shall not exceed the Maximum Number of Securities. (2) If any Early Investor (or any Holder as defined in the First Registration Rights Agreement) requests pursuant to its piggy-back registration rights under the First Registration Rights Agreement to participate in a Demand Registration (the “Piggy-Back Holders”) and the managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of Registrable Securities (including, for this section only, the registrable securities held by the Piggy-Back Holders) to be included in such offering is greater than the Maximum Number of Securities, then the Company shall include in such Demand Registration the Registrable Securities that the Piggy-Back Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders and the Piggy-Back Holders on a pro rata basis (based on the number of Registrable Securities held by each Participating Demand Holder or Piggy-Back Holder, as the case may be); provided that (x) the Piggy-Back Holders of Registrable Securities constituting Equity Shares issuable upon conversion of the Series H CCPSs (as defined in the First Registration Rights Agreement) shall have the right upon not more than one occasion to have their Registrable Securities included in such Demand Registration prior to any other Participating Demand Holders or Piggy-Back Holders and (y) if any of International Finance Corporation, DEG-Deutsche Investitions – und Entwicklungsgesellschaft mbH, IFC GIF Investment Company I or Société de Promotion et de Participation pour la Coopération Économique have notified the Company of a Policy Breach (as defined in the First Registration Rights Agreement), and such Policy Breach is not rectified within 120 days after such notice, such Piggy-Back Holders shall have the right to include their Registrable Securities in such Demand Registration prior to any other Participating Demand Holders or Piggy-Back Holders. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any Equity Shares of the Company and other Equity Shares held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such Demand Registration shall not exceed the Maximum Number of Securities. (c) At any time when the Company meets the requirements for the use of Form F-3 (or successor form) or Form S-3 (or successor form) under the Securities Act for registration of a secondary offering of equity securities (a “shelf registration statement”), any Demand Registration Statement may be required by the Investor (or other Holder) requesting the demand therefor, to be in an appropriate form under the Securities Act (a “Shelf Registration Statement”) relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the “Shelf Registration”). In the event an Investor (or other Holder) so requests a Shelf Registration, the Company shall (x) notify all Holders in writing of the receipt of such request and each such Holder may elect (by written notice sent to the Company within fifteen (15) Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 2(c), and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration and (y) use its reasonable efforts to (a) file the Shelf Registration Statement with the SEC and have the Shelf Registration Statement declared effective, (b) subject to Section 4, prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith (including filing such additional registration statements as necessary and using reasonable efforts to have such registration statements be declared effective so that a Shelf Registration Statement remains continuously effective as set forth below) as may be necessary to comply with the provisions of the Securities Act, subject and the rules thereunder with respect to the disposition of all securities covered by such Shelf Registration Statement and to keep a shelf registration statement continuously effective with respect to such Registrable Securities, until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold by the Holders, or (ii) the date on which either all such Registrable Securities are distributed to the public pursuant to Rule 144 (or any successor provision then in effect), and (c) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during such period in accordance with the termsintended methods of disposition by the Holders as set forth in the Shelf Registration Statement. Any offering under a Shelf Registration Statement shall be underwritten at the request of Holders of Registrable Securities under such Registration Statement that hold an aggregate value of the Registrable Securities at least equal to US$10 million, conditionsbased on the closing trading price of the Equity Shares on a date no earlier than three (3) days prior to such request; provided that the Company shall not be obligated to effect, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled or take any action to effect two (2) such Demand Registrations effect, an underwritten offering within six months following the last date on which an underwritten offering was effected pursuant to this Section 1.2(a2(c) or Section 2(b). Any request for an underwritten offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement and the managing underwriter for such offering shall be selected in the manner set forth in Section 12 below. If the managing underwriter of an offering described in this Section 2(c) advises the Company and the Selling Holders of the Registrable Securities included in such offering that the size of the intended offering is such that the success of the offering or price per share of the securities sold would be adversely affected by inclusion of all the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested for inclusion) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. (d) Each Holder shall be entitled to request up to five (5) registrations of Registrable Securities pursuant to this Section 2 (each, a “Demand for Registration”); providedprovided that no more than one (1) Demand for Registration may be made by the Holders per six-month period; and provided further, that, that a registration requested pursuant to this Section 1.2(a) 2 shall not be deemed to have been effected for purposes of this Section 2(d) unless a Registration Statement with respect thereto (i) it has become been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a), (iii) Holders of Registrable Securities included in such registration have not withdrawn sufficient shares from such registration such that the remaining holders requesting registration would not have been able to request registration under the provisions of Section 2 and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than due any such stop order, injunction, or other requirement of the SEC prompted by act or omission of Holders of Registrable Securities); and provided further that, in the event a Holder revokes a Demand for Registration (which revocation may only be made prior to the fault Company requesting acceleration of effectiveness of the applicable Registration Statement), then such Demand for Registration shall count as having been effected unless such Holder pays all the Registration Expenses in connection with such revoked Demand for Registration within thirty (30) days of written request therefor by the Company. Notwithstanding the foregoing, a MCM PartyHolder may revoke a Demand for Registration without being required to reimburse the Company for any of the Registration Expenses and without such demand counting toward the number of Demand for Registrations permitted under this Section 2, if such revocation occurs during a Blackout Period or if there has been a material adverse change in the business of the Company. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and at least 75% file any Demand Registration Statement within 90 days following an underwritten offering pursuant to a Demand Registration Statement. (f) Each Holder agrees that, in connection with any offering pursuant to this Agreement, it will not prepare or use or refer to, any “free writing prospectus” (as defined in Rule 405 of the Securities Act) without the prior written authorization of the Company (which authorization shall not be unreasonably withheld), and will not distribute any written materials in connection with the offer or sale of the Registrable Securities requested pursuant to be any registration statement hereunder other than the prospectus included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly and any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any free writing prospectus which makes it inadvisable to proceed with the registrationso authorized.

Demand Registration. Subject to the conditions set forth in this Agreement, while any Registrable Shares are outstanding, the Company, upon the written request for the registration under the Securities Act of all of the Registrable Shares of any Holder who, for any reason, is unable, at the time that such Holder makes the request, to sell its Registrable Shares pursuant to Rule 144 under the Securities Act made more than 55 days following the date hereof shall (ai) Following promptly give written notice of the first anniversary proposed registration to all other Holders, and (ii) cause to be filed, in accordance with the terms hereof, as soon as practicable after the date of such request by such requesting Holder, a Registration Statement on Form S-3 under Rule 415 under the Securities Act relating to the sale by the Holder of all of the Registrable Shares held by such Holder (together with all of the Registrable Securities of any other Holder or Holders joining in such request as specified in a written request delivered by or on behalf of such other Holder or Holders within 15 calendar days after delivery of the above-described notice from the Company), and (iii) use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company, in its sole discretion, may elect to file the Registration Statement before receipt of notice from any Holder. The Company agrees to use its best efforts to keep the Registration Statement continuously effective thereafter until the date on which each Holder whose Shares are covered by such Registration Statement becomes eligible to sell any portion of such Holder's Registrable Shares pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing, the Company shall not be obligated, but shall have the right, to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a): (i) in any particular jurisdiction in which either the Company or the Operating Partnership would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company or the Operating Partnership is already subject to service in such jurisdiction, and except as may be required by the Securities Act; (ii) within four months immediately following the effective date of any Registration Statement pertaining to an underwritten public offering of securities of the Company for its own account; (iii) if such Registration Statement cannot be filed on Form S-3 or successor form to such Form; (iv) unless Holders with at least 25% of the aggregate number of Units issued to the Holders as of the date hereof and upon the receipt of submit a written request from any MCM Party that GEC request, in accordance with the procedures set forth above, for the Company to file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all of such Holders' Registrable Securities that MCM Party has requested be registered to be registered under Shares; (v) after the Securities Act, subject to and in accordance with expiration of two years from the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect date hereof; after a total of two (2) such Demand Registrations registrations pursuant to this Section 1.2(a)2(a) have become effective, and the Registration Statements relating to such registrations either have remained effective for an aggregate period of at least 180 days or the Registrable Shares covered by such Registration Statements have been sold; providedor (vi) at any time prior to 90 days following the date hereof, that, a registration requested unless the Company shall have received written requests (pursuant to the terms of this Section 1.2(a2(a)) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and from Holders owning at least 7525% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed aggregate number of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior Units issued to the filing Holders as of the date hereof, requesting the Company to file a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant all of the shares of Common Stock that will be issuable to this Section 1 but which has not such Holders upon the exercise by such Holders of the Exchange Rights that will become effective under available to such Holders commencing 90 days after the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 date hereof, or (ii) provided that the Company shall have received such withdrawal is accompanied by notice from written requests no later than 55 days following the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationdate hereof.

Demand Registration. (a) Following To the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party extent that GEC file 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 at least a majority in interest of the then issued and outstanding number of Registrable Securities 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 held by the Existing Holders (the “Demanding Holders”), in each case, may request that the Company register under the Securities Act covering the registration for the offer and sale of all or part 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 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 (x) more than an aggregate of three (3) Registrations pursuant to a “Demand Registration”)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 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 Registration Statement have been sold, in accordance with Section 5 of this Agreement. (b) The Company shall, as soon as practicable, GEC but in any event within fifteen (15) business days after the Closing Date, file a Registration Statement to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2(b) and shall file with the SEC and use its reasonable best efforts to cause the Registration Statement to be declared effectiveeffective as soon as practicable after the filing thereof, a registration statement relating to all Registrable Securities but in no event later than the earlier of (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 MCM Party has requested the Registration Statement will not be registered to “reviewed” or will not be registered under the Securities Act, subject to and in accordance further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations Commission pursuant to this Section 1.2(a); provided, that, 2(b) shall be on Form S-1 or such other form of registration statement as is then available to effect a registration requested 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 1.2(a2(b) shall not be deemed provide for the sale or resale pursuant to have been effected unless 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 with respect thereto has become effective (other than due filed pursuant to Section 2(b) to remain effective, and to be supplemented and amended to the fault 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 the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a MCM PartyRegistration Statement filed pursuant to this Section 2(b), but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If, after the filing such Registration Statement, a holder of Registrable Securities 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 later than the Target Filing Date, the Company shall (i) prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “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 at least 75% (ii) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the 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 Act 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 cover such additional Registrable Securities. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, the holders of Registrable Securities 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 Short-Form Registration. Upon receipt of any such Demand Registration request, the Company shall promptly (and not withdrawnbut 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 been disposed 10 days from the date such notice is given to notify the Company in writing of their desire to be included in accordance with the plan of distribution set forth thereinsuch registration. The MCM Party may terminate a Demand Registration prior to Company shall prepare and file with (or confidentially submit to) the filing of Commission a Registration Statement relating thereto, on Form S-3 or require GEC any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to withdraw promptly any 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 which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay declared effective by the costs and expenses of such registration Commission as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationsoon as practicable thereafter.

Demand Registration. Upon the written request (aa “Notice”) Following by Holders collectively owning at least 10% the first anniversary of then-outstanding Registrable Securities, the date hereof and upon Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days following the receipt of the Notice, a written request from any MCM Party that GEC file registration statement (each a “Registration Statement Statement”) under the Securities Act covering the registration providing for the offer and sale resale of all or part such Registrable Securities, as the case may be, (which may, at the option of the Registrable Securities (a “Demand Registration”)Holders giving such Notice, as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Act that provides for the resale of such Registrable Securities pursuant to and in accordance with Rule 415 from time to time by the terms, conditions, procedures and limitations contained in this AgreementHolders). The MCM Parties are collectively entitled to effect two (2) such Demand Registrations There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 1.2(a); provided, that, a registration requested 2.01. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to this Section 1.2(a) any method or combination of methods legally available to, and requested by, the Holders of any and all such Registrable Securities covered by such Registration Statement. The Partnership shall not be deemed use its commercially reasonable efforts to have been effected unless a cause each Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective under (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act, Act and such registration the Exchange Act and shall not be deemed contain an untrue statement of a material fact or omit to state a material fact required to be a Demand stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatStatement, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition light of the United States financial markets, or (B) there has occurred circumstances under which a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationstatement is made).

Demand Registration. (a) Following If the first anniversary Company receives from at least two-thirds of the date hereof and upon the receipt of Holders a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the for registration for the offer and sale of all or part of the outstanding Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000) (a “Demand RegistrationRegistration Request”), then the Company shall, subject to clauses 2.1(b) and 2.1(c) hereof, as soon as practicable, GEC and in any event within ninety (90) days following the date that the Company receives the Demand Registration Request, file a Registration Statement on Form S-3 (or if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect the registration of all 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 Act 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 (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 and use its reasonable best efforts to cause 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 declared effective, 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 SEC upon a registration statement relating review of such Resale Registration Statement) the “Plan of Distribution” section included in such Resale Registration Statement; and keep such Resale Registration Statement effective until the earlier of (i) the date on which each Holder is able to dispose of all of 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 that MCM Party has requested be 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 registered 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 incorporated therein by reference will comply in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements will be prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods 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) as soon as reasonably practicable prepare and file with the SEC such amendments and supplements to such Resale Registration Statement (including without limitation, any 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 or amendment thereto), and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the 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 counsel 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 prepare a supplement or amendment to the Resale Registration Statement to 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 hereunder, the Company shall, subject to clauses 2.1(b) and in accordance 2.1(c), undertake to register the outstanding Registrable Securities on such form of Registration Statement that is then available to effect the registration of all of the Registrable Securities. The Company represents and warrants that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by 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 termsSEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3. (g) In connection with the Resale Registration Statement, conditions, procedures and limitations contained each Holder agrees to furnish to the Company a duly completed selling stockholder questionnaire in this Agreementcustomary form no later than ten (10) Business Days following the date of delivery of the Demand Registration Request. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) Each Holder further agrees that it shall not be deemed entitled to have been effected unless be named as a selling stockholder in the Resale Registration Statement with respect thereto or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has become effective (other than due returned to the fault of Company a MCM Party) completed and at least 75% signed selling stockholder questionnaire and has confirmed the accuracy of the Registrable Securities requested 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 Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand will be used by the Company in the preparation of the Resale Registration prior Statement and hereby consents to the filing inclusion of a such information in the Resale Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it Statement. Each Holder agrees to pay notify the costs and expenses Company as promptly as practicable of such registration as set forth in Section 1.6 hereof, any inaccuracy or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in information previously furnished by such Holder to the business Company contained in a selling stockholder questionnaire or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission occurrence of any event in any prospectus which makes it inadvisable either case that could cause the Prospectus to proceed with the registration.contain an untrue statement of

Demand Registration. (a) Following In the first anniversary of event that the SB-2 Registration Statement is not filed by the Company within 125 days from the date hereof and upon pursuant to Section 1.2 hereof, a Holder or Holders shall be entitled to initiate registration request hereunder (“Initiating Holders) The Initiating Holders shall so advise the receipt of a written request from any MCM Party Company in writing that GEC the Company file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Act registering the Registrable Securities. The Company shall file a Form SB-2 Registration Statement no later than 45 days from the date of such registration request and be declared effective not later than 90 days from the date thereof. The Company and the Holder shall further agree that such filing will satisfy the piggyback registration rights given to and in accordance with the terms, conditions, procedures and limitations contained in Holder pursuant to this Agreement. The MCM Parties are collectively entitled ; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 90 days from the date of the request from the Initiating Holders. (b) Notwithstanding the foregoing, if the Company shall furnish to effect two (2) such Demand Registrations Holders requesting a registration statement pursuant to this Section 1.2(a); provided, that1.3, a certificate signed by the Chief Executive Officer 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 and its stockholders for such registration requested statement to be filed owing to a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders. (c) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2(a) shall not 1.3 in any particular jurisdiction in which the Company would be deemed required to have been effected execute a general consent to service of process in effecting such registration, qualification or compliance, unless a Registration Statement with respect thereto has become effective (other than due the Company is already subject to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included service in such Demand Registration (jurisdiction and not withdrawn) shall have been disposed of in accordance with except as may be required by the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.

Demand Registration. (a) Following the first anniversary of 2.1 Subject to Sections 2.4 and 2.5, if at any time after one year has elapsed from the date hereof and upon the receipt of Company first consummates a Public Offering pursuant to a registration statement on Form S-1 or Form SB-2, the Company shall receive a written request therefor from any MCM Party that GEC the record holder or holders of an aggregate of at least 51% of the Registrable Securities, the Company shall prepare and file a Registration Statement registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request and shall use its best efforts to cause such registration for statement to become effective. Upon the offer and sale receipt of a registration request meeting the requirements of this Section 2.1, the Company shall promptly give written notice to all or part 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 in writing within thirty (30) days after the date of the Company's written notice to them. If (a) the holders of a majority of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a for which registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration been requested pursuant to this Section 1.2(a2.1 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, (b) such registration statement, if theretofore filed with the Commission, is withdrawn and (c) the holders of the Registrable Securities 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 the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due exercised their demand registration right pursuant to this Section 2.1. 2.2 At the fault request of the holders of a MCM Party) and at least 75% majority of the Registrable Securities to be registered, the method of disposition of all Registrable Securities included in such registration shall be an underwritten Public Offering. The managing underwriter of any such Public Offering shall be selected by the Company. If in the good faith judgment of the managing underwriter of such 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 such Demand Registration (and not withdrawn) the Public Offering shall have been disposed of be reduced, pro rata, among the requesting holders thereof in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior proportion to the filing number of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Registrable Securities Act, and included in their respective requests for registration. Registrable Securities that are so excluded from such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.underwritten

Demand Registration. Upon the written request (aa “Notice”) Following the first anniversary by CEG or by any other Holder(s) owning at least ten percent (10%) of the date hereof and upon then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days following the receipt of the Notice, a written request from any MCM Party that GEC file registration statement (each, a “Registration Statement Statement”) under the Securities Act covering the registration providing for the offer and sale of all or part resale of the Registrable Securities (a “Demand Registration”)which may, as soon as practicableat the option of the Holders giving such Notice, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with Act that provides for the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% resale of the Registrable Securities requested pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be included in declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinStatement. The MCM Party may terminate a Demand Registration prior Partnership shall use its commercially reasonable efforts to the filing of a cause each Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective under (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act, Act and such registration shall not be deemed contain an untrue statement of a material fact or omit to state a material fact required to be a Demand stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration if either (i) it agrees to pay Statements that may be required by the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationHolders hereunder.

Demand Registration. Commencing on or after the six (a) Following the first 6)-month anniversary of the date hereof of this Agreement and upon from time to time so long as there are any Registrable Securities outstanding, if the receipt of a written request from any MCM Party that GEC Company is not eligible to file a Shelf Registration Statement under SEC Guidance, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.4(a) or if the Shelf Registration Statement shall cease to be effective, subject to the minimum size limitations in Section 2.5(a), the Holder(s) holding a majority of Registrable Securities then outstanding may collectively make one or more written requests to the Company for registration under the Securities Act covering the registration for the offer and sale of all or part of its or their Common Stock constituting Registrable Securities, including for the Registrable Securities avoidance of doubt shares of Common Stock issued or issuable upon exercise of the Warrants and shares of Common Stock issued or issuable upon exchange of Common Partnership Units (a “Demand Registration”), . The Holder(s) submitting the request for a Demand Registration shall concurrently provide written notice of the proposed registration to all other Holders. The Company shall prepare and file with the Commission as soon as practicablepracticable thereafter (but in no event later than sixty (60) days after such request for a Demand Registration), GEC a registration statement on an appropriate form which the Company is then eligible to use under SEC Guidance with respect to any Demand Registration (a “Demand Registration Statement”), and shall file with the SEC and use its reasonable best efforts to cause any such Demand Registration Statement to be declared effective, effective by the Commission as promptly as reasonably practicable after the filing thereof. Any request for a registration statement relating to all Demand Registration will specify the number of shares of Registrable Securities that MCM Party has requested be registered proposed to be registered under sold in the offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities Actproposed to be offered pursuant to any Demand Registration at any time prior to the Demand Registration Statement being declared effective by the Commission, in each case subject to and the minimum size limitations in accordance with Section 2.5(a). Under no circumstances shall the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled Company be obligated to effect more than two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(ain any twelve (12)-month period. Any Demand Registration shall be on Form S-3ASR (or any successor form thereto) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in extent available for such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinpursuant to SEC Guidance. The MCM Party may terminate a “Plan of Distribution” section of the Demand Registration prior to the filing Statement shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions and sales not involving a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationpublic offering.

Demand Registration. (a) Following If the first anniversary of Company shall receive from the date hereof and upon Holder at any time prior to the receipt of Expiration Date, a written request from that the Company effect any MCM Party that GEC file a Registration Statement registration with respect to all the Warrant Shares to be issued under the Securities Act covering the registration for the offer and sale of all or Warrants that are part of the Registrable Securities (a “Demand Registration”)same series as this Warrant, the Company will, as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effectiveeffect such registration (including, without limitation, filing a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered 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 portion of such Warrant Shares as are specified in such request and cause such registration to remain effective until the earlier of two years have elapsed or all of the 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 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 compliance, unless the Company is already subject to service in such jurisdiction and in accordance with except as may be required by the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect Securities Act; (ii) After the Company has initiated two (2) such Demand Registrations registrations pursuant to this Section 1.2(a(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 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 is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. Subject to the foregoing clauses (i) through (iii), the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the written request or requests of the Holder; provided, thathowever, that if in the good faith judgment of the 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 requested 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 registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to 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 1.2(aof 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) shall not be deemed to have been effected unless a Registration Statement enter into an underwriting agreement in customary form with respect thereto has become effective (other than due the representative of the underwriter or underwriters selected for such underwriting by the Holder, which underwriters are reasonably acceptable to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationCompany.

Demand Registration. (ai) Following Subject to the first anniversary terms and conditions of this Agreement, including Section 2(a)(ii) below, at any time and from time to time after the expiration of the date hereof and upon lock-up period applicable to the receipt of a written request from IPO, each Holder (any MCM Party that GEC such requesting Holder, the “Initiating Holder”) shall have the right to require the Company to file a Registration Statement one or more registration statements under the Securities Act covering all or any part of their Registrable Securities upon written notice to the Company (a “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 the receipt of such Demand Notice to all Holders (other than the Initiating Holder) that, to its knowledge, hold Registrable Securities (each a “Demand 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 use its commercially reasonable efforts to effect, at the earliest practicable date, the registration for under the offer Securities Act and sale under applicable state securities laws of (A) the 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 part 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 (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, so registered. The Company shall effect any requested Demand Registration using a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under on Form S-3 whenever the Securities ActCompany is a Seasoned Issuer or a WKSI, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a use an Automatic Shelf Registration Statement with respect thereto has become effective (other than due to the fault of if it is a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationWKSI.

Demand Registration. (a) Following Commencing on August 1, 2019 and from time to time so long as there are any Registrable Securities outstanding, if the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party that GEC Company is not eligible to file a Shelf Registration Statement, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.2 or if the Shelf Registration Statement shall cease to be effective, subject to the minimum size limitations in Section 2.3(a), the Holder(s) holding a majority of Registrable Securities then outstanding may collectively make one or more written requests to the Company for registration under the Securities Act covering the registration for the offer and sale of all or part of the its or their Registrable Securities (a “Demand Registration”), as soon as practicable, GEC . The Holders submitting the request for a Demand Registration shall concurrently provide written notice of the proposed registration to all other Holders. The Company shall prepare and file with the SEC Commission, within thirty (30) days after such request for a Demand Registration, a registration statement on an appropriate form which the Company is then eligible to use with respect to any Demand Registration (a “Demand Registration Statement”) as selected by the Company, and shall use its reasonable best efforts to cause any such Demand Registration Statement to be declared effective, effective by the Commission as promptly as reasonably practicable after the filing thereof. Any request for a registration statement relating to all Demand Registration will specify the number of shares of Registrable Securities that MCM Party has requested be registered proposed to be registered under sold in the offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities Act, subject proposed to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations be offered pursuant to this Section 1.2(a); provided, that, a registration requested pursuant any Demand Registration at any time prior to this Section 1.2(a) shall not be deemed to have been effected unless a the Demand Registration Statement with respect thereto has become to the Demand Registration being declared effective by the Commission, in each case subject to the minimum size limitations in Section 2.3(a). Without the prior written consent of the Holders requesting such Demand Registration, neither the Company nor any shareholder of the Company (other than due to the fault of a MCM PartyHolders) and at least 75% of the Registrable Securities may include securities in any offering requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to under this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration2.1.

Demand Registration. (ai) Following the first anniversary expiration of the Lock-Up Period, any Holder that holds any Registrable Securities shall have the option and right, exercisable by 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”). 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. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $50 million based on the VWAP of such Registrable Securities as of the date hereof and upon of the Demand Notice (the “Minimum Amount”). (ii) Within five Business Days of the receipt of a the Demand Notice, the Company shall give written request from any MCM Party that GEC notice of such Demand Notice to all Holders and, within thirty days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety 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 (such request to be given to the Company within ten days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in the Demand Registration. The Company shall use reasonable best efforts to cause such Registration Statement to become and remain effective under the Securities Act covering until the registration 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”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days of the closing of any Underwritten Offering, (B) more than a total of three Demand Registrations pursuant to this Agreement, and (C) more than one Demand Registration for any Holder in any 365-day period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the offer period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and sale any other Holder that has requested its Registrable Securities be included in a Demand Registration 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 the Initiating Holder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Material Adverse Change or (B) because the Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (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 applicable Holders’ requests for such registration. If at any time a Registration Statement 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. (a “vi) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationthereof.

Demand Registration. Upon the written request (aa “Notice”) Following the first anniversary by Holders owning at least 1 million of the date hereof and upon then-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days following the receipt of the Notice, a written request from any MCM Party that GEC file registration statement (each, a “Registration Statement Statement”) under the Securities Act covering the registration providing for the offer and sale of all or part resale of the Registrable Securities (a “Demand Registration”)which may, as soon as practicableat the option of the Holders giving such Notice, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with Act that provides for the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% resale of the Registrable Securities requested pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Company shall use its commercially reasonable efforts to cause each Registration Statement to be included in declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinStatement. The MCM Party may terminate a Demand Registration prior Company shall use its commercially reasonable efforts to the filing of a cause each Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective under (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act, Act and such registration shall not be deemed contain an untrue statement of a material fact or omit to state a material fact required to be a Demand stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration if either (i) it agrees to pay Statements that may be required by the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationHolders hereunder.

Demand Registration. (a) Following At any time from and after the first anniversary date that is [*] from the date of this Agreement, the Majority Holders may request in writing that the Company effect the registration under the 1933 Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities. Except as otherwise provided herein, the Company shall prepare and (within 90 days after such request has been given) file with the Securities and Exchange Commission (the “SEC”) a registration statement with respect to (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.1(f) (together, the “Covered Registrable Securities”), and thereafter use its reasonable efforts to effect the registration under the 1933 Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which requested method of disposition may be a Rule 415 Offering, provided that the Company shall not be required to maintain the effectiveness of a registration statement relating to a Rule 415 Offering to the extent the securities included in such registration cease to be Registrable Securities); provided further that the Company shall not be obligated to effect any such registration pursuant to this Section 2.1(a) (i) during the period starting with the date hereof of filing of, and upon ending on the date 90 days following the effective date of, a registration statement pertaining to a public offering initiated or requested by the Company or any stockholder other than a Holder, (ii) if within 30 days of receipt of a written request from any MCM Party that GEC file the Requesting Holders, the Company gives notice to the Requesting Holders of the Company’s intention to make a Registration Statement under the Securities Act covering the registration public offering within 90 days for the offer Company’s account or (iii) if the Company furnishes to the Requesting Holders a certified resolution of the Board of Directors stating that in the Board of Directors’ good faith judgment it would be materially prejudicial (a “Materially Prejudicial Condition”) to the Company for such a registration statement to be filed and sale become effective, and, if requested by the Requesting Holders (and subject to their entering into a customary confidentiality obligation as to such information), setting forth in reasonable detail the general reasons for such judgment. The Company shall also be able to suspend the use of, or withdraw and terminate the effectiveness of, any effective registration statement by furnishing the Holders with a certified copy of such resolution of the Board of Directors as to a Materially Prejudicial Condition. Upon receipt of such certified copy, the Holders shall immediately discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, the Holders shall deliver to the Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice. The Company shall promptly deliver to each Requesting Holder or part Holders, as applicable, written notice of the non-existence of any Materially Prejudicial Condition with respect to which the Company previously furnished notice. Neither the filing nor the effectiveness of any such registration statement may be delayed, or the use of the prospectus contained in any such registration statement suspended, for a period in excess of 90 days due to the occurrence of any particular Materially Prejudicial Condition and the Company may exercise its delay or suspension rights on only one occasion in connection with any registration request under Section 2.1 in any twelve-month period. If requested by the Initial Requesting Holders, the Company shall, if any registration statement shall have failed to have been filed or shall have been suspended, withdrawn or terminated because of a Materially Prejudicial Condition, promptly after such time as the Materially Prejudicial Condition no longer exists or, if earlier, at the end of the 90-day period following the occurrence of such Materially Prejudicial Condition, file the unfiled registration statement, a post-effective amendment to the suspended registration statement and/or an amended or supplemented prospectus thereto, or a new registration statement covering the Registrable Securities that were covered by such unfiled, suspended or withdrawn or terminated registration and maintain the effectiveness thereof for such time as is required under this Agreement. (b) The Majority Holders may collectively exercise their rights to require a “Demand Registration”)registration under Section 2.1(a) once, as soon as practicable, GEC shall file provided that the Majority Holders may collectively exercise their rights to require a registration under Section 2.1(a) on an [*] for each time that less than all of the Covered Registrable Securities are included in the registration statement filed by the Company with the SEC and use its reasonable best efforts pursuant to cause a request under Section 2.1(a) because of the operation of Section 2.1(g). (c) Without limiting the last sentence of Section 2.1(a), the Holders shall not have the right to be declared effective, require the filing of a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a 2.1 while any registration requested statement that has been filed pursuant to this Section 1.2(a2.1 has yet to become effective or within [*] following the effectiveness of any registration statement that was filed pursuant to this Section 2.1. (d) A registration pursuant to this Section 2.1 shall not be deemed to have been effected (and, therefore, rights of a Requesting Holder shall be deemed not to have been exercised for purposes of paragraph (a) above) (i) unless a Registration Statement with respect thereto it has become effective, (ii) if after it has become effective such registration (or the use of the prospectus contained in such registration statement) is (A) interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than due to the fault of a MCM Partymisrepresentation or an omission by any Holder or (B) and at least 75% of delayed, withdrawn, suspended or terminated and, in each case, as a result thereof, the Registrable Securities requested to be included in such Demand Registration (and registered cannot withdrawn) shall have been disposed of be completely distributed in accordance with the plan of distribution set forth thereinin the related registration statement (until such time as the Registrable Securities requested to be registered may be completely distributed in accordance with the plan of distribution set forth in the related registration statement) or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than because of some act or omission by any Holder. (e) In the event that any registration pursuant to Section 2.1(a) shall involve, in whole or in part, an underwritten offering, the Holders of a majority of the Registrable Securities to be registered shall select the lead underwriter or underwriters (which selection or selections shall be subject to the approval of the Company, which approval shall not be unreasonably withheld), as well as counsel for the Holders, with respect to such registration. (f) Upon receipt of a written request from the Initial Requesting Holders pursuant to the first sentence of Section 2.1(a), the Company shall promptly give written notice of such requested registration to all other Holders of Registrable Securities and the intended method or methods of disposition stated in such request. Each other Holder may, by written notice to the Company to be delivered within [*] of the delivery of the Company’s notice, request the inclusion in such registration of any Registrable Securities held by such other Holder. The MCM Party may terminate a Demand Registration prior Company shall promptly after the expiration of such [*] period notify each Requesting Holder of (i) the identity of the other Requesting Holders and (ii) the number of Registrable Securities requested to be included therein by each Requesting Holder. In the filing event that the Initial Requesting Holders intend to distribute the Registrable Securities covered by their request by means of a Registration Statement relating theretoan underwriting, the right of any Holder to include all or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the portion of its Registrable Securities Act, and 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 to the extent provided herein. All Holders proposing to distribute all of any portion of their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form (for secondary sales by selling stockholders) with the underwriter or underwriters selected pursuant to Section 2.1(e). (g) The Company shall have the right to cause the registration of additional equity securities for sale for the account of any person or entity that is not a Holder (including the Company and any directors, officers or employees of the Company (such additional equity securities, the “Additional Equity Securities”)) in any registration of Registrable Securities requested by the Requesting Holders; provided that if such registration is to be an underwritten registration and such Requesting Holders are advised in writing (with a copy to the Company) by a nationally recognized investment banking firm selected pursuant to paragraph (e) above that, in such firm’s good faith view, all or a part of the equity securities to be included in such registration (including any Additional Equity Securities) cannot be deemed sold and the inclusion of all or part of the equity securities that would otherwise be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the equity securities to be included in such registration, then the Company shall exclude from such registration such Additional Equity Securities or part thereof (other than Company Securities that the Company proposes to include in such registration), to the nearest extent possible on a Demand Registration if either pro rata basis, except to the extent doing so would be inconsistent with the provisions of any agreement under which any of the Additional Equity Securities are entitled to registration rights, in which case the Company shall include in such registration: (i) it agrees first, up to pay the costs and expenses full number of any Third Party Priority Securities that are requested to be included in such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatwhich, in the good faith exercise view of its reasonable judgmentsuch investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a pro rata basis; (ii) second, up to the full number of (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or Registrable Securities held by Holders and (B) there has occurred any Third Party Parity Securities that are requested to be included in such registration, in excess of the number of any Third Party Priority Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a misstatement or omission in any prospectus which makes it inadvisable to proceed pro rata basis (with the number of Registrable Securities and Third Party Parity Securities that will be so included in such registration being determined on the basis of the number of Registrable Securities that the Holders request be included in such registration and the number of Third Party Parity Securities that are requested to be included in such registration); (iii) third, up to the full number of Company Securities that the Company proposes to include in such registration, in excess of the number of Third Party Priority Securities, Registrable Securities and Third Party Parity Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be sold without so adversely affecting such offering in the manner described above; and (iv) fourth, up to the full number of any Other Securities (that are not Third Party Priority Securities, Registrable Securities, Third Party Parity Securities or Company Securities) held by other holders of the Company’s securities entitled to registration rights that are requested to be included in such registration, in excess of the number of Third Party Priority Securities, Registrable Securities, Third Party Parity Securities and Company Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above. In the event that the number of Registrable Securities requested to be included in a registration statement that will not include any Additional Equity Securities by the Requesting Holders exceeds the number which, in the good faith view of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number shall be allocated pro rata among all of the Requesting Holders on the basis of the relative number of Registrable Securities then held by each such Requesting Holder (with any number in excess of a Requesting Holder’s request reallocated among the remaining Requesting Holders in a like manner).

Demand Registration. (a) Following At any time during the first anniversary of period beginning on the date hereof Demand Rights Commencement Date and upon ending at the receipt of Registration Rights Termination Time, the Holder may deliver a written request from any MCM Party that GEC to the Company (the “Demand Registration Notice”) to file a Registration Statement under (the Securities Act covering “Demand Registration Statement”) for the registration for the offer and sale of all or part of the Registrable Securities to be offered and sold pursuant to an Underwritten Offering (a the “Demand Registration”). The Demand Registration Notice shall specify the aggregate number of Registrable Securities requested to the registered pursuant to the Demand Registration. Subject to the limitations set forth in Section 2.6(a), the Company shall use commercially reasonable efforts to file as soon as reasonably practicable with the SEC (and, unless otherwise agreed to by the Holder, on or before 20 Business Days after its receipt of the Demand Registration Notice or, if financial statements required to be included in such a filing are not reasonably available on or before the expiration of such period of 20 Business Days, as soon as practicablereasonably practicable thereafter), GEC shall file with the SEC and use its reasonable best efforts to cause to become or be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered effective under the Securities ActAct as soon as reasonably practicable, subject to a Demand Registration Statement as will permit the sale and distribution of all or such portion of the Holder’s Registrable Securities as are specified in accordance with the terms, conditions, procedures and limitations contained in this AgreementDemand Registration Notice. The MCM Parties are collectively entitled Company shall promptly notify the Holder of the date on which the Demand Registration Statement becomes or is declared effective. (b) The Holder shall have the right to cause the Company to effect two (2) such one Demand Registrations Registration pursuant to this Section 1.2(a2.2(a); provided, that, a registration . A Demand Registration requested pursuant to this Section 1.2(a2.2(a) shall not be deemed to have been be effected unless a for purposes of this Section 2.2 if (i) the Demand Registration Statement with respect thereto for such registration has not been declared effective by the SEC or has not become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Securities Act and the rules and regulations thereunder or (ii) no Registrable Securities have been sold under such Demand Registration prior Statement. (c) Notwithstanding the provisions of Section 2.2(a), the Company shall not be required to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly take any Registration Statement which has been filed action pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration 2.2 if either (i) it agrees the Registrable Securities which the Company shall have been requested to pay register shall have a reasonably anticipated net aggregate offering price (after deduction of underwriting discounts and fees and offering expenses) of less than $35,000,000, as determined in good faith by the costs and expenses Company at the time of such registration as set forth in Section 1.6 hereofits receipt of the Demand Registration Notice, or (ii) such withdrawal is accompanied by notice from the MCM Party thatCompany shall have consummated a registration of Common Stock under the Securities Act (other than an Excluded Registration) within the 120-day period immediately preceding delivery of a Demand Registration Notice. (d) Subject to the limitations set forth in Section 2.4(a), in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in Company shall have the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission right to include in any prospectus which makes Demand Registration Statement such number of shares of Common Stock as it inadvisable to proceed with the registrationmay specify.

Demand Registration. (a) Following Subject to the first anniversary conditions of this Section 2(a), if the date hereof and upon the receipt of Company receives a written request from any MCM Party one or more of the Investors (the "Initiating Investors") that GEC the Company file a Registration Statement under the Securities Act covering registering the registration for the offer and sale of all or part resale of the Registrable Securities Securities, then the Company shall, (a “Demand Registration”), i) give notice of such request to all Investors as soon as practicable, GEC shall but in no event later than the tenth (10th) day following the date of such request, and (ii) prepare promptly and file with the SEC as soon as practicable, but in no event later than the thirtieth (30th) day following the date of such request, and thereafter use its reasonable best efforts to cause to be declared effectivebecome effective as soon as practicable, a registration statement relating to Registration Statement registering the resale of all Registrable Securities that MCM Party has requested be registered the Initiating Investors request to be registered and all Registrable Securities owned by any other Investor that notifies the Company in writing, within fifteen (15) days after receipt of the Company's notice contemplated in clause (i) above, that it intends to participate in such demand registration, which notification shall include the number of Registrable Securities sought to be included by such Investor and the intended method or methods of distribution of such Registrable Securities. The Registration Statement filed hereunder, to the extent allowable under the Securities ActAct (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Investors participating in such demand registration and their respective counsel prior to its filing or other submission. Notwithstanding the foregoing, the Company shall not be required to effect a demand registration pursuant to this Section 2(a): (1) prior to the 180th day following the date hereof, or (2) after the Company has effected one registration pursuant to this Section 2(a), and such registration has been declared or ordered effective and remained continuously effective without interruption in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this provisions of Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to 3 hereof for the fault of a MCM Party) and at least 75% duration of the Registrable Securities requested to be included in such Demand Registration Period (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth defined in Section 1.6 hereof, or (ii3(a) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationbelow).

Demand Registration. (a) Following Subject to Section 2(e) hereof, if at any time the first anniversary of Holder Representative shall request the date hereof and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement Company in writing to register under the Securities Act covering the registration for the offer and sale of all or a part of the Registrable Securities held by the Holders (a “"Demand Registration”"), as soon as practicable, GEC the Company shall file with the SEC and use its all reasonable best efforts to cause to be filed and declared effective, effective as soon as reasonably practicable (but in no event later than the 45th day after the Holder Representative's request is made) a registration statement relating to providing for the sale of all such Registrable Securities that MCM Party has requested be registered by the Holder Representative to be registered registered. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder Representative shall request. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, subject during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to and use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in accordance with a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the terms, conditions, procedures and limitations contained in Securities Act. Except as expressly provided under this Agreement. The MCM Parties are collectively entitled to , the Holders shall not effect two (2) such any public sale or distribution of any Company securities during the 15-day period prior to, and during the 45-day period beginning on, the closing of each underwritten offering under any Demand Registrations pursuant to this Section 1.2(a)Registration Statement; provided, however, that if either or both of the periods specified in the equivalent provision in the PX Holding Registration Rights Agreement are shortened by agreement by the Company or by the Company's waiving its rights under such equivalent provision, then the corresponding period(s) in this sentence shall be deemed to be automatically amended to be identical to the period(s) applicable to PX Holding under the equivalent provision in the PX Holding Registration Rights Agreement. (c) The Company may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any Demand Registration Statement if (i) the Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration requested statement pursuant to this Section 1.2(athe provisions of the preceding sentence may not be exercised more than once during any 12 month period. (d) If at any time the Holder Representative notifies the Company in writing of the Holders' desire that the Registrable Securities to be covered by a Demand Registration Statement be sold pursuant to an underwritten offering, the Holder Representative shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which approval shall not be deemed unreasonably withheld, and the Company shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to have been effected unless a Registration Statement be taken all such other actions as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations. (e) The Company shall not be obligated to effect more than three (3) Demand Registrations in total under this Section 2 with respect thereto has become effective (other than due to any or all of the Holders; provided, however, that, to the fault extent that the Holders are unable to include as part of a MCM PartyDemand Registration the lesser of (i) and at least 75% one-half of the aggregate amount of Registrable Securities requested to be included in such Demand Registration by such Holders and (and not withdrawnii) shall have been disposed Registrable Securities representing an aggregate of two hundred fifty thousand (250,000) shares of Common Stock (as such number may be adjusted from time to time to reflect changes in accordance with the plan outstanding number of distribution set forth therein. The MCM Party may terminate shares of Common Stock through a dividend, subdivision, combination, reclassification, etc.), then such Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be one of the three (3) Demand Registrations that the Holders are entitled to pursuant to this Section 2. (f) If the Holders are not entitled to include all of their Registrable Securities requested to be included in a Demand Registration under this Section 2, the Holder Representative may elect to withdraw its request to include any or all such Registrable Securities included in such Demand Registration; provided, however, that if either a Demand Registration is effected with respect to any or all of such Registrable Securities, then such Demand Registration shall be one of the three Demand Registrations that the Holders are entitled to under this Section 2 unless the Holders are unable to include as part of a Demand Registration the lesser of (i) it agrees one-half of the aggregate amount of Registrable Securities requested to pay the costs be included in such Demand Registration by such Holders and expenses of such registration as set forth in Section 1.6 hereof, or (ii) Registrable Securities representing an aggregate of two hundred fifty thousand (250,000) shares of Common Stock (as such withdrawal is accompanied by notice number may be adjusted from time to time to reflect changes in the MCM Party thatoutstanding number of shares of Common Stock through a dividend, subdivision, combination, reclassification, etc.), in the good faith exercise of its reasonable judgment, (A) which event such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition Demand Registration shall not be deemed to be one of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable three Demand Registrations that the Holders are entitled to proceed with the registrationunder this Section 2.

Demand Registration. Notwithstanding anything herein to the contrary, and in addition to its obligations under Section 3(a) hereinabove, the Company shall: (ai) Following the first anniversary of the date hereof and upon the after receipt of a written request from any MCM Party the Holder requesting that GEC file the Company effect a Registration Statement registration (a "Demand Registration") under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (held by such Holder which specifies the intended method or methods of disposition thereof, as expeditiously as is possible, but in any event no later than 90 days after receipt of a “written request for a Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effectiveeffective as soon as reasonably practicable, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that MCM Party which the Company has been so requested be registered to be registered under register by the Securities ActHolder for sale, subject to and the extent required to permit the disposition (in accordance with the termsintended method or methods thereof, conditionsas aforesaid) of the Registrable Securities so registered. (ii) If the Company is eligible to use Form S-3, procedures any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act relating to any or all of the Registrable Securities in accordance with the methods and limitations contained distribution set forth in this Agreementthe Form S-3 and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Form S-3 shall require the use of one Demand Registration. The MCM Parties are collectively Holder shall be entitled to an aggregate of two registrations of Registrable Securities. (iii) The Company shall not be required to effect two (2) such Demand Registrations a registration pursuant to this Section 1.2(a); provided, that, a registration requested 3: (1) pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to written opinion of counsel for the fault of a MCM Party) and at least 75% of Company, all the Registrable Securities requested can be sold pursuant to be included Rule 144 in any three month period (such Demand Registration date being the "144 Sale Date"); or (and not withdrawn2) shall have been disposed of in accordance during the period starting with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration date 45 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to an underwritten public offering of a Registration Statement relating thereto, or require GEC newly issued securities of the Company with respect to withdraw promptly any Registration Statement which the Holder has been filed the right to request inclusion of Registrable Securities pursuant to this Section 1 but which has not become effective under 3, provided that the Securities Act, and Company is actively employing in good faith commercially reasonable efforts to cause such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationbecome effective.

Demand Registration. (a) Following In the first anniversary of event that the date hereof and upon the receipt of a written request from any MCM Party that GEC file a S-1 Registration Statement under is not filed by the Securities Act covering Company by April 30, 2005 pursuant to Section 1.2 hereof, a Holder or Holders shall be entitled to initiate registration request hereunder (“Initiating Holders) The Initiating Holders shall so advise the registration for Company in writing that the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall Company file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Act registering the Registrable Securities. The Company shall file a Form S-1 Registration Statement no later than 45 days from the date of such registration request and be declared effective not later than 90 days from the date thereof. The Company and the Holder shall further agree that such filing will satisfy the piggyback registration rights given to and in accordance with the terms, conditions, procedures and limitations contained in Holder pursuant to this Agreement. The MCM Parties are collectively entitled ; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 90 days from the date of the request from the Initiating Holders. (b) Notwithstanding the foregoing, if the Company shall furnish to effect two (2) such Demand Registrations Holders requesting a registration statement pursuant to this Section 1.2(a); provided, that1.3, a certificate signed by the Chief Executive Officer 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 and its stockholders for such registration requested statement to be filed owing to a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders. (c) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2(a) shall not 1.3 in any particular jurisdiction in which the Company would be deemed required to have been effected execute a general consent to service of process in effecting such registration, qualification or compliance, unless a Registration Statement with respect thereto has become effective (other than due the Company is already subject to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included service in such Demand Registration (jurisdiction and not withdrawn) shall have been disposed of in accordance with except as may be required by the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.

Demand Registration. (a) Following If at any time during the first anniversary Eligible Period the Stockholder requests in writing (the "Stockholder Demand") that the Company file a registration statement on Form S-3 (or any successor form to Form S-3, or, if Form S-3 is not then available, on Form S-1 or any other available form) for a public offering of shares of the date Registrable Shares, the anticipated aggregate offering price of which, net of standard underwriting fees and discounts, is at least five million dollars ($5,000,000), the Company shall, subject to Section 4.1 hereof, file such Registration Statement with the SEC within forty-five (45) days after its receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to (i) effect more than four (4) registrations pursuant to this section or (ii) keep one or more registration statements filed pursuant to this section effective for more than an aggregate of one hundred twenty (120) days. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 2.3 hereof shall be applicable to each such registration initiated under this Section 2.1 and upon the piggyback registration rights of Holders and Automaker Holders (to the extent provided for in the Existing Registration Rights Agreement and the Automaker Registration Rights Agreement) shall be applicable, subject to Section 2.3 below, to a registration effected pursuant to this Section 2.1. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to subparagraph (a): (i) if the Company, within ten (10) days of the receipt of the Stockholder Demand, gives notice of its bona fide intention to effect the filing of a written request from any MCM Party that GEC file registration statement with the SEC within forty-five (45) days of receipt of such demand (other than a Registration Statement registration relating primarily to the sale of securities to participants in a Company stock plan of employee benefit plan, a transaction covered by Rule 145 under the Securities 1933 Act or the resale of securities issued in such a transaction, a registration in which the only stock being registered is Common Stock issuable upon conversion or exchange of debt securities which are also being registered, any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the registration for the offer and sale of all or part of the Registrable Securities (Shares, or a “registration initiated under Section 2.1 or 2.2 of Automaker Registration Rights Agreement) provided, however, that if such registration statement is not filed by the Company within 45 days of receipt of such Stockholder Demand Registration”)and declared effective by the Commission with 120 days after the Company's receipt of such Stockholder Demand, as soon as practicable, GEC the Company shall file with the SEC and use its reasonable best efforts be obligated to cause to be declared effective, a registration statement relating to all such Registrable Securities that MCM Party has requested be registered Shares of the Stockholder to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to provisions of this Section 1.2(a); provided, that, a registration requested pursuant 2.1 provided that the Company is actively employing in good faith all reasonable efforts to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and cause such registration shall not be deemed statement to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or become effective; (ii) such withdrawal is accompanied during the period starting with the Company's date of filing of, and ending on the date ninety (90) days immediately following, the effective date of any registration statement pertaining to securities of the Company, which registration was either filed as a result of the exercise by notice from the MCM Party that, in the good faith exercise Stockholder of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business rights pursuant to Section 2.1 hereof or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable was subject to proceed with the registrationSection 2.2 hereof.

Demand Registration. (a) Following If at any time the first anniversary Company is eligible to use a Form S-3 registration statement, the Company receives a request in writing from one or more Restricted Stockholders (“Requesting Restricted Stockholders”) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities held by the Requesting Restricted Stockholders having an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000.00) (a “Demand Registration Request”), then the Company shall as soon as practicable, and in any event within ninety (90) days after the date hereof and upon the receipt of a written request from any MCM Party that GEC Demand Registration Request is received by the Company, file a Registration Statement Form S-3 registration statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Restricted Securities requested to be included in such registration by the Requesting Restricted Stockholders, subject to the limitations of Section 4.1(b), 4.1(c), and Section 4.3. The Company shall use reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the SEC as soon as practicable after filing. Any registration requested by any Restricted Stockholder pursuant to this Section 4.1 is referred to in this Agreement as a “Demand Registration.” (b) Notwithstanding the foregoing obligations, if the Company furnishes to the applicable Requesting Restricted Stockholders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board 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 Demand Registration Request; provided, however, that the Company may not invoke this right more than once with respect to any given Requesting Restricted Stockholders in any twelve (12) month period; and providedfurther that the Company shall not withdrawnregister any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. (c) The Company shall have not be obligated to effect, or to take any action to effect, any registration pursuant to Section 4.1(a) (i) during the period that is ninety (90) 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 efforts to cause such registration statement to become effective; or (ii) if the Company has effected a registration pursuant to Section 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 4.1(c) until such time as the applicable registration statement has been disposed declared effective by the SEC, unless the Requesting Restricted Stockholders withdraw their request for such registration, elects not to pay the registration expenses therefor, and forfeits its right to one demand registration statement pursuant to this Section 4.1 as provided in Section 4.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 4.1(c). (d) The Restricted Stockholders as a group shall only be entitled to two (2) Demand Registrations under this Section 4.1. (e) Promptly after receipt of any Demand Registration Request, the Company shall give written notice of such request to all other Restricted Stockholders. Upon the request in writing of a Restricted Stockholder given within twenty (20) days after such notice is given by the Company, the Company shall use, subject to the provisions of Section 4.3, its commercially reasonable efforts to register, in accordance with the plan provisions of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to this Agreement, all the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has Registrable Securities that have been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed properly requested to be a registered in such Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationRegistration.

Demand Registration. Upon the written request (aa “Notice”) Following the first anniversary by GPM or by any other Holder(s) owning at least ten percent (10%) of the date hereof and upon then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days following the receipt of the Notice, a written request from any MCM Party that GEC file registration statement (each, a “Registration Statement Statement”) under the Securities Act covering the registration providing for the offer and sale of all or part resale of the Registrable Securities (a “Demand Registration”)which may, as soon as practicableat the option of the Holders giving such Notice, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with Act that provides for the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% resale of the Registrable Securities requested pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be included in declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinStatement. The MCM Party may terminate a Demand Registration prior Partnership shall use its commercially reasonable efforts to the filing of a cause each Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective under (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act, Act and such registration shall not be deemed contain an untrue statement of a material fact or omit to state a material fact required to be a Demand stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration if either (i) it agrees to pay Statements that may be required by the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationHolders hereunder.

Demand Registration. (a) Following If the first anniversary Company receives from at least two-thirds of the date hereof and upon the receipt of Holders a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the for registration for the offer and sale of all or part of the outstanding Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000) (a “Demand RegistrationRegistration Request”), then the Company shall, subject to clauses 2.1(b) and 2.1(c) hereof, as soon as practicable, GEC and in any event within ninety (90) days following the date that the Company receives the Demand Registration Request, file a Registration Statement on Form S-3 (or if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect the registration of all 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 Act 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 (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 and use its reasonable best efforts to cause 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 declared effective, 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 SEC upon a registration statement relating review of such Resale Registration Statement) the “Plan of Distribution” section included in such Resale Registration Statement; and keep such Resale Registration Statement effective until the earlier of (i) the date on which each Holder is able to dispose of all of 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 that MCM Party has requested be 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 registered 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 incorporated therein by reference will comply in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements will be prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods 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) as soon as reasonably practicable prepare and file with the SEC such amendments and supplements to such Resale Registration Statement (including without limitation, any 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 or amendment thereto), and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the 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 counsel 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 prepare a supplement or amendment to the Resale Registration Statement to 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 hereunder, the Company shall, subject to clauses 2.1(b) and in accordance 2.1(c), undertake to register the outstanding Registrable Securities on such form of Registration Statement that is then available to effect the registration of all of the Registrable Securities. The Company represents and warrants that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by 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 termsSEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3. (g) In connection with the Resale Registration Statement, conditions, procedures and limitations contained each Holder agrees to furnish to the Company a duly completed selling stockholder questionnaire in this Agreementcustomary form no later than ten (10) Business Days following the date of delivery of the Demand Registration Request. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) Each Holder further agrees that it shall not be deemed entitled to have been effected unless be named as a selling stockholder in the Resale Registration Statement with respect thereto or use the Prospectus for offers and resales of Registrable Securities at any time, unless such ▇▇▇▇▇▇ has become effective (other than due returned to the fault of Company a MCM Party) completed and at least 75% signed selling stockholder questionnaire and has confirmed the accuracy of the Registrable Securities requested 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 Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand will be used by the Company in the preparation of the Resale Registration prior Statement and hereby consents to the filing inclusion of a such information in the Resale Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it Statement. Each Holder agrees to pay notify the costs and expenses Company as promptly as practicable of such registration as set forth in Section 1.6 hereof, any inaccuracy or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in information previously furnished by such Holder to the business Company contained in a selling stockholder questionnaire or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission occurrence of any event in any prospectus which makes it inadvisable either case that could cause the Prospectus to proceed with the registration.contain an untrue statement of

Demand Registration. (a) Following If at any time any Holder shall request the first anniversary of the date hereof and upon the receipt of a written request from any MCM Party that GEC file a Registration Statement Company in writing to register under the Securities Act covering the registration for the offer and sale of all or a part of the Registrable Securities held by such Holder (a “"Demand Registration”"), as soon as practicable, GEC the Company shall file with the SEC and use its all reasonable best efforts to cause to be filed and declared effective, effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement relating providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities that MCM Party has requested be registered have ceased to be registered Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, subject during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to and in accordance with use reasonable efforts to cause each holder of its securities purchased from the termsCompany, conditions, procedures and limitations contained in at any time on or after the date of this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective Agreement (other than due in a registered public offering), to the fault agree not to effect any public sale or distribution of any such securities during such period, including a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed sale pursuant to this Section 1 but which has not become effective Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of time, and such registration shall not be deemed to be a exceed 30 days, the filing or the effectiveness of any Demand Registration Statement if either (i) it agrees to pay the costs and expenses Board of such registration as set forth Directors of the Company in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, determines that (A) such withdrawal is warranted based registration would have a material adverse effect on a change in any plan or proposal by the business Company with respect to any financing, acquisition, recapitalization, reorganization or prospects of GEC or a change in the condition of the United States financial marketsother material transaction, or (B) there has occurred the Company is in possession of material non-public information that, if publicly disclosed, would result in a misstatement material disruption of a major corporate development or omission transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any prospectus 12 month period. (d) If at any time any Holder notifies the Company in writing of the Holder's desire that the Registrable Securities to be covered by a Demand Registration Statement be sold in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which makes it inadvisable to proceed approval shall not be unreasonably withheld, and the Company shall enter into underwriting agreements with the registrationunderwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions, in addition to the registration procedures set forth in Section 4 hereof, as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations.

Demand Registration. (ai) Following the first anniversary of the date hereof and upon the Upon receipt of a written request for Registration hereunder from (A) any MCM Affiliate (or any affiliate thereof) or (B) any other Shareholder or Shareholders holding in the aggregate not less than 25% of the 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 that GEC (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 covering the registration for relating to the offer and sale by the Requesting Party (or Parties) specified in such request through such method or methods of all or part 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 “Demand Registration”), as soon as practicable, GEC shall file with "Shelf Registration Statement") under the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement Securities Act relating to all Registrable Securities that MCM Party has requested be registered the offer and sale by the Shareholder(s) at any time and from time to be registered time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, subject through such method or methods of distribution as the Requesting Party (or Parties) shall select, of all of the Registrable Securities and (ii) using commercially reasonable efforts to keep such Shelf Registration Statement effective under the Securities Act for so long as permitted by Rule 415 under the Securities Act or, if earlier, until such time as no Shareholder owns any Registrable Securities. In the event that the Company elects to satisfy its obligations under this Section 2(a) by filing a Shelf Registration Statement, then Shareholders shall not be permitted to make any further requests for Registration hereunder and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled Company shall not be required to effect two (2) such Demand Registrations prepare or file further Registration Statements pursuant to this Section 1.2(a); providedAgreement, thatprovided that all of the Registrable Securities have been registered thereunder or have otherwise become freely tradable under applicable securities laws. (ii) Within five days following receipt of any request for a Registration, a registration the Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Company shall include in such Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested pursuant in writing be included in such Registration, provided that all requests therefor have been received by the Company within ten days of the Company's having sent the applicable notice to this Section 1.2(asuch 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 not be deemed to have been effected unless a Registration if the applicable Registration Statement with respect thereto has become is declared effective by the SEC and remains effective for not less than 180 days (other than due to the fault of a MCM Party) and at least 75% of the or such shorter period as will terminate when all Registrable Securities requested to be included in covered by such Demand Registration (and not withdrawn) shall Statement have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a sold or withdrawn), or, if such Registration Statement relating theretorelates to an Underwritten Offering, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatlonger period as, in the good faith exercise opinion of its reasonable judgmentcounsel for the underwriter or underwriters, (A) such withdrawal is warranted based on required by law for the delivery of a change Prospectus in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed connection with the registrationsale of Registrable Securities by an underwriter or dealer.

Demand Registration. (ai) Following At any time after the first anniversary expiration of the Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by 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”). 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. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $30 million based on the VWAP (the “Minimum Amount”) as of the date hereof and upon of the Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of a the Demand Notice, the Company shall give written request from any MCM Party that GEC 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) a Demand Registration within 90 days after the closing of any Underwritten Offering, (B) more than a total of four Demand Registrations for which WildHorse Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) more than a total of four Demand Registrations for which Esquisto Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of four Demand Registrations for which Acquisition Co. Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, and (E) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities 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 occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(a)(iii) if, as a result of Section 2(a)(vi), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $30 million and (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) 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. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the offer account of any other Person, subject to Section 2(a)(vi) and sale Section 2(c)(iii). (vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration. (vii) 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 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. (a “viii) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate thereof. (ix) In the event a Demand Registration prior to the filing of Holder transfers Registrable Securities included on a Registration Statement relating theretoand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or require GEC to withdraw promptly any supplement such Registration Statement which has been filed as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to this Section 1 but which has not become such Registration Statement; provided that in no event shall the Company be required to file a post-effective under amendment to the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, Statement unless (A) such withdrawal is warranted based on a change in Registration Statement includes only Registrable Securities held by the business or prospects of GEC or a change in the condition Holder, Affiliates of the United States financial markets, Holder or transferees of the Holder or (B) there the Company has occurred received written consent therefor from a misstatement Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or omission in any prospectus which makes it inadvisable to proceed with transferees of the registrationHolder.

Demand Registration. At any time ninety (a90) Following days after the first anniversary closing of the date hereof and upon Offering, the receipt holders of a written majority of the Registrable Securities then outstanding may request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering of all of the registration Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 or any other form for which the Company then qualifies or which counsel for the offer Company shall deem appropriate and sale which form shall be available for the resale by the Holders of all or part of the Registrable Securities (each, a “Demand Registration”). Upon receipt of such request, as soon as practicable, GEC the Company shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating promptly (but in no event later than twenty (20) calendar days after receipt of such request) deliver notice of such request to all other holders of Registrable Securities that MCM Party has requested be registered who shall then have ten (10 calendar days from the date such notice is given to be registered under notify the Securities Act, subject to and Company in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault writing of a MCM Party) and at least 75% of the Registrable Securities requested their desire to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinregistration. The MCM Party Company shall (i) use its commercially reasonable efforts to make the initial filing of the Registration Statement within ninety (90) calendar days after the date on which the initial request is given] (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may terminate a Demand Registration prior be sold pursuant to the filing of a Registration Statement, the Company may remove from the Registration Statement relating theretosuch number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Company shall give the Purchasers prompt notice of the number of Registrable Securities Act, and such registration excluded therefrom. The Company shall not be deemed required to effect a registration pursuant to Form S-3 (or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be a Demand Registration if either (i) it agrees to pay available for the costs and expenses resale by the Holders of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition all of the United States financial markets, or Registrable Securities) more than two (B2) there has occurred times for the holders of Registrable Securities as a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationgroup.

Demand Registration. (a) Following If at any time after the first anniversary filing of the date hereof and upon Initial Registration Statement, the receipt of Company receives a written request from any MCM Party Holder of Registrable Securities then outstanding (an “Initiating Holder”) that GEC the Company file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the with respect to outstanding Registrable Securities of such Initiating Holder not already covered by an existing Registration Statement, then the Company shall, (a “Demand Registration”)i) within ten (10) days after the date such request is given, give notice to all Holders other than the Initiating Holder, and (ii) as soon as practicable, GEC shall and in any event within sixty (60) days after the date such request is given, file with the SEC and use its reasonable best efforts to cause to be declared effective, a Form S-3 registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities ActAct (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Securities as a secondary offering) subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2provisions of Section 3(d) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the covering all Registrable Securities requested to be included in such Demand Registration registration by 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 not withdrawnin each case, subject to the limitations of Sections 3(b) shall have been disposed of in accordance with the plan of distribution set forth thereinand (c). The MCM Party may terminate a Demand Company shall use its commercially reasonable best efforts to cause such Registration prior to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon the request of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed Holder that Registrable Securities be registered pursuant to this Section 1 but 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 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 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 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 has not 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 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) 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 deemed obligated to be a Demand Registration if either effect, or to take any action to effect, any registration pursuant to Section 3(a) (i) it agrees 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 pay the costs and expenses of cause such registration as set forth in Section 1.6 hereof, statement to become effective or (ii) such withdrawal 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 accompanied by notice from not available for the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition registration of the United States financial marketsresale of Registrable Securities hereunder, or the Company shall (Bi) there register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with been declared effective by the registrationCommission.

Demand Registration. (a) Following At any time after 180 days after the first anniversary date issuance of the date hereof and upon the receipt Series 1 Shares, holders of a written majority of the Registrable Securities then outstanding may request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part at least 50% of the outstanding Registrable Securities (a “Demand Registration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than 15 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 15 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 cause a Registration Statement to be filed within 60 days after the date on which the initial request is given and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable, GEC practicable thereafter. The Company shall file with not be required to effect a Demand Registration more than once for the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all holders of Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a)as a group; provided, that, that a registration Registration Statement shall not count as a Demand Registration requested pursuant to this under Section 1.2(a2(a) unless and until it has become effective. (b) The Company shall not be deemed obligated to have been effected unless a effect any Demand Registration Statement with respect thereto has become within 180 days after the effective (other than due to the fault date of a MCM Partyprevious Piggyback Registration (as defined below) in which holders of Registrable Securities were permitted to register, and actually sold, at least 7550% of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to 90 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization 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; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the one permitted Demand Registration hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder only twice in any period of twelve consecutive months. (c) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a), and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. (d) If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (and not withdrawni) shall have been disposed first, the number of in accordance with shares of Common Stock that the plan holders of distribution set forth therein. The MCM Party may terminate a Demand Registration prior Registrable Securities propose to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Actsell, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied second, the number of shares of Common Stock proposed to be included therein by notice from any other Persons (including shares of Common Stock to be sold for the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition account of the United States financial marketsCompany and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, or (B) there has occurred a misstatement or omission then the Registrable Securities that are included in any prospectus which makes it inadvisable to proceed with such offering shall be allocated pro rata among the registrationrespective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Demand Registration. (a) Following Commencing upon the first anniversary expiration of any lock-up agreement that the Holders have entered into with the underwriters in connection with an Initial Offering pursuant to SECTION 2.10, subject to the limitations set forth in this SECTION 2, the Holders of not less than 60% of the date hereof and upon then outstanding Registrable Securities (the "REQUESTING HOLDERS") may at any time give to the Company a written request for the registration (a "DEMAND REGISTRATION") by the Company under the Act of all or any part of the Registrable Securities held by such Requesting Holders. Within 15 business days after the receipt by the Company of any such written request, the Company will give written notice of such request to all Holders of Registrable Securities. (b) Subject to the limitations set forth in this SECTION 2, after the receipt of a written request for a Demand Registration, (i) the Company will be obligated to include in such Demand Registration all Registrable Securities with respect to which the Company receives from any MCM Party that GEC Holders of Registrable Securities the written requests of such Holders for inclusion in such Demand Registration, within 30 days after the date on which the Company gives to all Holders a written notice of registration request pursuant to SECTION 2.1(a), and (ii) the Company shall file a Registration Statement under registration statement covering all such Registrable Securities as soon as practicable after receipt of the Securities Act covering written requests of such Holders for inclusion in such Demand Registration, and shall use its commercially reasonable efforts to effect the registration for the offer and sale of all or part such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this SECTION 2.1(b) will specify the number of Registrable Securities to be registered and will also specify the intended method of disposition thereof. If the Requesting Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. The underwriter shall be reasonably acceptable to the Company. (c) The registration statement filed pursuant to any Demand Registration pursuant to this SECTION 2.1 may, subject to the limitations set forth in this SECTION 2, include other securities of the Company which are held by persons other than the Holders who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. (d) The Company shall not be required to effect any Demand Registration of any Registrable Securities pursuant to this SECTION 2.1 if the anticipated aggregate offering price, net of underwriting discounts and commissions, of the Registrable Securities will not equal or exceed fifteen million dollars (a “Demand Registration”$15,000,000), as soon as practicable, GEC . (e) The Company shall file with the SEC and use its reasonable best efforts to cause to not be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled required to effect more than two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested SECTION 2.1. (f) The Company will not be obligated to effect any Demand Registration of any Registrable Securities pursuant to this Section 1.2(a) shall not be deemed SECTION 2.1 during the period commencing on the date falling 90 days prior to have been effected unless a Registration Statement with respect thereto has become the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any registration initiated by the Company, for the account of the Company (other than due with respect to securities registered solely in connection with acquisitions, employee benefit plans, and the like), if the written request of the Requesting Holders for such Demand Registration pursuant to SECTION 2.1(a) hereof is received by the Company after the Company has commenced an underwritten registration initiated by the Company and provides reasonable evidence that it commenced activities directly related to such filing before receiving the written request of the Holders; PROVIDED, HOWEVER, that the Company will use its commercially reasonable efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as is reasonably possible. (g) The Company will not be obligated to effect any Demand Registration of any Registrable Securities pursuant to this SECTION 2.1 for not more than a 120-day period, if: (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the fault Company and the Board of a MCM Party) and at least 75% Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer 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 registration statement to be filed in the near future and that it is, therefore, essential to defer the filing for a period of not more than 120 days after receipt of the request of the Requesting Holders; and FURTHER PROVIDED, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. (h) If the managing underwriters in any Demand Registration advise the Company that the number of securities proposed to be included in such registration exceeds, in the opinion of the managing underwriters of such registration in light of marketing factors, the number of securities to which such registration should be limited (the "UNDERWRITERS' MAXIMUM NUMBER"), then: (i) the Company will be obligated to include in such registration that number of Registrable Securities requested by Holders to be included in such registration as does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities will be allocated PRO RATA among such Holders on the basis of the number of Registrable Securities held by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by Holders to be included in such registration, then the Company will be entitled to include in such registration that number of securities as has been requested by the Company to be included in such registration for the account of the Company and that is not greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities that the Company is obligated under clause (i) above to include in such Demand Registration plus the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities as security holders other than Holders may have requested be included in such registration and that is not greater than such excess, and such number of excess securities will be allocated PRO RATA among such security holders other than the Holders on the basis of the number of such securities requested to be included in such registration by each such security holder. Neither the Company nor any of its other security holders will be entitled to include any securities in any underwritten Demand Registration unless the Company or such security holders (as the case may be) agree in writing to sell such securities on the same terms and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior conditions as apply to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Registrable Securities Act, and such registration shall not be deemed held by Holders to be a included in such Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationRegistration.

Demand Registration. (ai) Following the first anniversary A Holder or Holders that hold not less than a majority of the date hereof then outstanding Registrable Securities (such Holder or group being referred to as the “Initiating Holder”) shall have the option and upon the receipt of right, exercisable by delivering a written request from any MCM Party that GEC notice to the Corporation (a “Demand Notice”), to require the Corporation to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the SEC a Registration Statement under registering the Securities Act covering the registration for the offer offering and sale of all or part the number and type of the Registrable Securities 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, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration. Notwithstanding anything to the contrary herein, in no event shall the Corporation be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $3.5 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice. (ii) Within five Business Days of the receipt of the Demand Notice, the Corporation shall give written notice of such Demand Notice to all Holders and, as soon as practicablereasonably practicable thereafter, GEC shall but in no event more than 60 days following receipt of the Demand Notice, shall, subject to the limitations of this Section 2(a), file with a Registration Statement covering all of the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered the Holders shall in writing request (such request to be registered under given to the Securities Act, subject to and in accordance with Corporation within three days of receipt of such notice of the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations Notice given by the Corporation pursuant to this Section 1.2(a2(a)(ii); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of as promptly as practicable as directed by the Initiating Holder in accordance with the plan terms and conditions of distribution set forth therein. The MCM Party may terminate a the Demand Registration prior Notice and use all commercially reasonable efforts to the filing of a cause such Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, Act and remain effective under the Securities Act until all Registrable Securities covered by such registration shall not be deemed Registration Statement have been sold or otherwise cease to be a Demand Registration if either Registrable Securities (ithe “Effectiveness Period”). (iii) it agrees Subject to pay the costs and expenses of such registration as set forth other limitations contained in Section 1.6 hereofthis Agreement, or (ii) such withdrawal the Corporation is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, not obligated hereunder to effect (A) such withdrawal is warranted based on a change more than two Demand Registrations in the business or prospects of GEC or a change in the condition of the United States financial marketsany 12 month period, or (B) there has occurred more than a misstatement or omission total of six Demand Registrations pursuant to this Agreement and (C) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holders providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on substantially the terms and conditions specified in any prospectus which makes it inadvisable to proceed the Demand Notice in accordance in all material respects with the registration.intended timing and method or methods of distribution thereof specified in the Demand Notice. In addition, the Corporation will not be required to file a Registration Statement at a time when filing a Registration Statement would be prohibited by the terms of a customary

Demand Registration. (a) Following the first anniversary of the date hereof and upon the After receipt of a written request from any MCM Party a Holder requesting that GEC file the Company effect a registration or, in the case of a Shelf Registration Statement (as defined below), renew a registration (each, a “Demand Registration”) under the Securities Act covering the registration for the offer and sale of all or part of the such Holder’s Registrable Securities (which specifies the intended method or methods of disposition thereof), the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4.02 hereof, may elect (by written notice sent to the Company within ten Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 4.01, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon the Company shall, as expeditiously as is possible, but in any event no later than 30 days after receipt of a “written request for a Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all shares of Registrable Securities that MCM Party which the Company has been so requested be registered to be registered under register by such Holders (“Participating Demand Holders”) for sale, to the Securities Act, subject extent required to and permit the disposition (in accordance with the termsintended method or methods thereof, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2as aforesaid) such Demand Registrations pursuant to this Section 1.2(a)of the Registrable Securities so registered; provided, thathowever, a registration requested pursuant to this Section 1.2(a) that the Company shall not be deemed required to have been effected effect a Demand Registration (i) unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% aggregate number of the Registrable Securities requested to be included in registered constitute at least 3% of the Common Stock issued and outstanding on the date such written request for a Demand Registration is made or (and ii) at the time when, because the Company’s independent public accounting firm has not withdrawncompleted its audit or review of the Company’s annual or quarterly financial statements, the Company is not able to file a registration statement that complies with SEC rules. (b) shall have been disposed If the Company is eligible to register shares of its common stock for a delayed or continuous offering by stockholders, the Demand Registration Statement may be required by the initiating Participating Demand Holder to be with regard to a delayed or continuous offering of all the Registrable Securities (a “Shelf Registration Statement”) in accordance with the plan of methods and distribution set forth therein. The MCM Party may terminate a Demand Registration prior to in the filing of a Shelf Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective and Rule 415 under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either Act (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration“Shelf Registration”).

Demand Registration. i) At the later to occur of (aI) Following one year following the first anniversary closing of any initial public offering of the Company=s securities, and (ii) that date hereof and upon which the receipt of Company is eligible to register the Warrant Shares for resale on a Form S-3, the Holder may deliver a written request from any MCM Party that GEC file a Registration Statement under (the Securities Act covering "Notice") executed by the Holder and requesting registration for of the offer and sale resale by Holder of all or part of the Registrable Securities (a “Demand Registration”), as Purchased Shares. As soon as practicablepracticable after receipt of the Notice, GEC the Company shall at its sole cost and expense file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered with the Commission on Form S-3 or any successor form, under the Securities Act, subject covering the issuance of the Warrant Shares issuable to the Holder upon exercise of the Warrant or the resale of the Warrant Shares issuable upon exercise of the Warrant by the Holder. The Company will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and in accordance shall keep such registration statement current and effective until such time as the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k) of the Commission or until such earlier date as all of the Purchased Shares registered pursuant to such registration statement shall have been sold or otherwise transferred by the Holder to a third party. The Company shall also prepare and file with the terms, conditions, procedures Commission such amendments and limitations contained supplements to such registration statement (and the prospectus used in this Agreement. connection therewith) as may be necessary to update and keep such registration statement (and the prospectus used in connection therewith) current and effective for such three-year period and to comply with the provisions of the Securities Act with respect to the sale of all securities covered by such registration statement. ii) The MCM Parties are collectively entitled Company shall not be required to effect two (2) such Demand Registrations a registration pursuant to this Section 1.2(a); provided, that, a 11(a): (I) after the Company has effected one (1) registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act11(a), and such registration shall not be deemed to be a Demand Registration if has either (iA) it agrees to pay been declared or ordered effective or (B) the costs request for such registration has been subsequently withdrawn by the Holder (and expenses such withdrawal is not based on materially adverse information concerning the Company of which the Holder was not reasonably aware at the time of such registration as set forth in Section 1.6 hereof, request); or (ii) if the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k); or (iii) if Form S-3 (or a successor or similar form) is not available for such withdrawal is accompanied offering by notice from the MCM Party thatHolder; or (iv) if the Company shall furnish to the Holder following receipt of his written request for registration, a certificate signed on behalf of the Board of Directors by the Chairman of the Board stating that in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition judgment of the United States financial marketsBoard of Directors of the Company, or it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred eighty (B180) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with days after receipt of the Holder's request for registration.

Demand Registration. (ai) Following At any time after the first anniversary expiration of the Lock-Up Period and no sooner than 180 days after the date hereof hereof, each of CSL, GS and upon BHGE (each, a “Demand Holder”) shall have the receipt of option and right, exercisable by delivering a written request from any MCM Party 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 GEC 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 the Registrable Securities to 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 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 registration Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities 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 occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) 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 offer account of any other Person, subject to Section 2(a)(vi) and sale 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 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. (a “vii) Without limiting Section 3, in connection with any Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject Registration pursuant to and in accordance with this Section 2(a), the termsCompany shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, conditionsamendments, procedures supplements, prospectuses, certificates, letters, opinions and limitations contained 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 such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in this Agreement. The MCM Parties are collectively entitled any jurisdiction where, as a result thereof, the Company would become subject to effect two general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such Demand Registrations pursuant forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to this Section 1.2(a); provided, that, a registration requested pursuant apply for listing or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of list the Registrable Securities requested subject to be included in such Demand Registration on the Trading Market and (B) do any and not withdrawn) shall have been disposed 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 plan intended timing and method or methods of distribution set forth therein. The MCM Party may terminate thereof. (viii) In the event a Demand Registration prior to the filing of Holder transfers Registrable Securities included on a Registration Statement relating theretoand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or require GEC to withdraw promptly any supplement such Registration Statement which has been filed as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to this Section 1 but which has not become such Registration Statement; provided that in no event shall the Company be required to file a post-effective under amendment to the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, Statement unless (A) such withdrawal is warranted based on a change in Registration Statement includes only Registrable Securities held by the business or prospects of GEC or a change in the condition Holder, Affiliates of the United States financial markets, Holder or transferees of the Holder or (B) there the Company has occurred received written consent therefor from a misstatement Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or omission in any prospectus which makes it inadvisable to proceed with transferees of the registrationHolder.

Demand Registration. (a) Following If at any time after five (5) years after the first anniversary date of this Agreement, the Company receives a request from a Registration Rights Purchaser who at such time, together with its Affiliates, owns in the aggregate at least 225,761 shares of Common Stock and/or Non-Voting Common Stock (which number of shares shall be subject to adjustment to reflect any stock dividend, stock split, stock combination, reverse stock split, or similar reclassification of the date hereof Company’s outstanding Capital Stock), then, prior to the Filing Deadline, the Company shall prepare and upon file with the receipt of a written request from any MCM Party that GEC file Commission a Registration Statement under the Securities Act covering the registration for the offer and sale resale of all or part of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “Demand RegistrationNew Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as soon a secondary offering; provided, that in the case of (ii) above, prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as practicablea secondary offering (and, GEC shall in the case of clause (ii) above, notwithstanding that the Company used reasonable best efforts to reasonably advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by each applicable Holder, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section 2(c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC and Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such H▇▇▇▇▇’s prior written consent. (b) The Company shall use its reasonable best efforts to cause each Required Registration Statement to be declared effectiveeffective by the Commission as soon as practicable, a registration statement relating and, with respect to all Registrable Securities that MCM Party has requested be registered the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its reasonable best efforts to be registered keep each Required Registration Statement continuously effective under the Securities Act, subject to and in accordance with Act until the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two earlier of (2i) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% time as all of the Registrable Securities requested to be included in covered by such Demand Required Registration (and not withdrawn) shall Statement have been disposed publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of in accordance with sale restrictions under Rule 144, as determined by counsel to the plan of distribution set forth thereinCompany pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”). The MCM Party may terminate Company shall request effectiveness of a Demand Required Registration prior to Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify the filing Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement relating thereto, or require GEC to withdraw promptly any within one (1) Business Day of the Effective Date. The Company shall file a final Prospectus for a Required Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under with the Securities ActCommission, and such registration shall not be deemed to be a Demand Registration if either as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) it agrees the Initial Registration Statement is not filed with the Commission on or prior to pay the costs and expenses of such registration Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as set forth in Section 1.6 hereofapplicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iiiii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of after its reasonable judgmentEffective Date, (A) such withdrawal Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial marketsrequired to be effective, or (B) there has occurred the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a misstatement Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or omission (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any prospectus such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which makes such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it inadvisable is unable to proceed lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 1.0% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the registrationrequirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Demand Registration. (a) Following Upon the first anniversary written request of the date hereof and upon Majority Holders, requesting that the receipt of a written request from any MCM Party that GEC file a Registration Statement Company effect the registration under the Securities Act covering the registration for the offer and sale of all or part of the such Holders’ Registrable Securities and specifying the intended method of disposition thereof (a the “Demand RegistrationNotice”), as soon as practicablethe Company will promptly give written notice of such requested registration to all Holders, GEC shall and thereupon the Company will use its reasonable best efforts to file with the SEC and 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, a registration statement relating to all effective by the SEC within 90 days after the initial filing of the Registration Statement. The Company shall include in such Registration Statement: (i) the Registrable Securities that MCM Party which the Company has been so requested be registered to be registered under the Securities Act, subject to and by such Holders for disposition in accordance with the terms, conditions, procedures and limitations contained intended method of disposition stated in this Agreement. The MCM Parties are collectively 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 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 Company or Persons entitled to effect two (2) such Demand Registrations exercise “piggy-back” registration rights pursuant to contractual commitments of the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 1.2(a)2.2; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided, that, the provisions of this Section 2.2 shall not require the Company to effect more than two registrations of Registrable Securities. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to effect a registration pursuant to this Section 2.2 within 180 days following the effective date of a Registration Statement filed by the Company in accordance with this Section 2.2 or for the account of another Holder of Registrable Securities if the Holders were afforded the opportunity to include the Registrable Securities in such registration. (c) The registrations under this Section 2.2 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 Holders of Registrable Securities being registered shall reasonably request to effect the registration. (d) A registration requested pursuant to this Section 1.2(a) 2.2 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 the refusal to proceed of the Majority Holders (other than due a refusal to proceed based upon the advice of counsel relating to a matter with respect to the fault Company) or because of a MCM Partybreach of this Agreement by any Holder shall be deemed to have been effected by the Company at the request of the Majority Holders unless the Holders electing to have Registrable Securities registered pursuant to such Registration Statement shall have elected to pay all fees and expenses otherwise payable by the Company in connection with such registration pursuant to Section 2.7, (ii) 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 expiration of a 180- day period following such Registration Statement’s effectiveness, or (iii) if the 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 Holders electing to have Registrable Securities registered pursuant to such Registration Statement. (e) If a requested registration pursuant to this Section 2.2 involves an underwritten offering, and at least 75% the managing underwriter shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting registration) 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 within a price range reasonably acceptable to the Company and to the holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Demand Registration Statement, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, the Registrable Securities which have been requested to be included in such registration by the Holders pursuant to this Agreement (pro rata based on the amount of Registrable Securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders have been excluded from such registration, the securities of other Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register. (f) The Company shall use its reasonable best efforts to keep any Registration Statement filed pursuant to this Section 2.2 continuously effective (i) for a period of one year after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not withdrawneffective or usable pursuant to Sections 2.2(g), 2.5(e) or 2.5(i); or (ii) if such Registration Statement related to an underwritten offering, for such period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. In the event the Company shall give any notice pursuant to Sections 2.5(e) or (i), the additional time period mentioned in this Section 2.2(f)(i) during which the Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.5(e) or (i) to and including the date when each seller of a Registrable Security covered by the Registration Statement shall have been disposed received the copies of in accordance with the plan of distribution set forth therein. supplemented or amended prospectus contemplated by Sections 2.5(e) or (i). (g) The MCM Party may terminate a Demand Registration prior Company shall have the right at any time, to suspend the filing of a Registration Statement relating thereto, under this Section 2.2 or require GEC that the Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to withdraw promptly any a Registration Statement which has been filed pursuant hereunder for a period not to this Section 1 but which has exceed an aggregate of 30 days in any six-month period or an aggregate of 60 days in any twelve-month period for valid business reasons (not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either including avoidance of their obligations hereunder) (i) it agrees to pay the costs avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and expenses of such registration as set forth in Section 1.6 hereof, or combinations and similar events; (ii) such withdrawal is accompanied by notice from upon the MCM Party thatoccurrence of any of the events specified in Section 2.5(e), until the time that the Holders receive copies of a supplement or amendment to the prospectus included in the good faith exercise applicable Registration Statement as contemplated in Section 2.5(e); and (iii) upon the occurrence of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition any of the United States financial marketsevents specified in Section 2.5(i), or (B) there has occurred a misstatement or omission until the time the Company notifies the Holders in any prospectus which makes it inadvisable to proceed with the registrationwriting that such suspension is no longer effective.

Demand Registration. Notwithstanding any other provisions of this Section 3, in no event shall more than one (a1) Following Demand Registration occur during any six-month period (measured from the first anniversary effective date of the Registration Statement to the date hereof and upon of the receipt next Demand Notice) or within 180 days after the effective date of a written request from any MCM Party that GEC file a Registration Statement under filed by the Securities Act covering Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the registration Registration Statement relating thereto does not become effective or is not maintained effective for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations period required pursuant to this Section 1.2(a3(a); provided, thatin which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, a the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration requested all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 1.2(a) 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall not be deemed use its commercially reasonable efforts to have been effected unless a maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration Statement) with respect thereto has become effective (other than due to the fault any Demand Registration for a period of a MCM Party) and at least 75% of one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities requested to be included in such Demand Registration Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such Registration Statement at the request of (and not withdrawnx) shall have been disposed of in accordance with an underwriter or (y) the plan of distribution set forth thereinCompany pursuant to the provisions herein. The MCM Party may terminate a Demand Registration prior Company shall use its commercially reasonable efforts to maintain the filing effectiveness of a Registration Statement relating thereto, or require GEC to withdraw promptly any that constitutes a Shelf Registration Statement which at all times during the Effectiveness Period; provided, however, that any Holder of Registrable Securities that has been included in a Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Shelf Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration Statement filed by the Company pursuant to this Section 1 but which has not become effective under 3 shall contain all language (including, without limitation, on the Securities ActProspectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by an Investor Qualified Holder to allow for distribution to, and such registration shall not be deemed to be resale by, the direct and indirect partners, investors or affiliated entities of an Investor Qualified Holder (a Demand Registration if either (i“Partner Distribution”) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) the Company shall, at the reasonable request of any Investor Qualified Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such withdrawal is accompanied by notice from the MCM Party thatlanguage, if such language was not included in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial marketsinitial Shelf Registration Statement, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable revise such language if deemed necessary by such Investor Qualified Holder to proceed with the registrationeffect such Partner Distribution.

Demand Registration. (a) Following At any time following the first anniversary exercise of the date hereof Warrant and upon prior to the receipt Registration of all of the Warrant Shares, and subject to the other provisions of this Agreement, Orbiter shall have the right, exercisable by making a written request from (the "Registration Request") to the Company, to demand that the Company effect the Registration of any MCM Party that GEC file a Registrable Securities in accordance with the provisions of the Act. Upon receipt of the Registration Statement under Request, the Securities Act covering the registration for the offer and sale of all or part Company shall be obligated to register each of the Registrable Securities beneficially owned by Orbiter in the manner set forth in Section 2(b) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 2 shall be limited to one (1) Registration demand. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's demand Registration obligations hereunder shall be deemed to be fully satisfied when the registration statement filed on account of such exercise has been declared effective by the Commission. (b) Following receipt of the Registration Request pursuant to Section 2(a) hereof, the Company shall (i) file within ninety (90) days thereafter a “Demand Registration”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 Orbiter to indemnify and provide contribution to the underwriter or underwriters of such Offering), as soon as practicable, GEC shall file with the SEC ; and (iii) use its reasonable best efforts to cause have such registration statement declared effective as promptly as practicable and to remain effective for at least one hundred and twenty (120) days. Notwithstanding any other provision hereof, Orbiter acknowledges and agrees that there can be no guarantee or warranty from or by the Company that any such registration statement will ever be declared effectiveeffective by the Commission, a registration statement relating to all Registrable Securities and that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained Company makes no such guarantee or warranty in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, Agreement or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationotherwise.

Demand Registration. (a) Following From and after January 1, 2001, the first anniversary Holders of at least 66 2/3% of the date hereof and upon then outstanding Registerable Securities may notify the Company in writing that such Holders desire for the Company to cause all or a portion of such notifying Holders' Registerable Securities to be registered for sale to the public under the Act. Upon receipt of a such written request request, the Company will promptly notify in writing all other Holders of Registerable Securities of such request, which Holders shall within twenty days following such notice from any MCM Party that GEC the Company, notify the Company in writing whether such persons desire to have Registerable Securities held by them included in such offering. The Company will, promptly following the expiration of such twenty day period, prepare and file a Registration Statement under subject to the Securities Act covering the registration for the offer provisions of this Section 1, and sale of all or part of the Registrable Securities (a “Demand Registration”)use its best efforts to prosecute to effectiveness, as soon as practicable, GEC shall file an appropriate filing with the SEC and use its reasonable best efforts to cause to be declared effective, of a registration statement relating to all Registrable covering such Registerable Securities that MCM Party has requested be registered to be registered and the proposed sale or distribution thereof under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained . (b) Notwithstanding anything in this Agreement. The MCM Parties are collectively entitled Section 1.2 to effect two (2) such Demand Registrations the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.2(a); provided, that, a registration requested pursuant 1.2 or to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating prepare or file any amendment or supplement thereto, or require GEC to withdraw promptly at any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under time when the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatCompany, in the good faith exercise judgment of its reasonable judgmentBoard of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (Ai) such withdrawal is warranted based on would materially adversely affect a change in 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 GEC 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 change registration statement, or any 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 delivery of such demand notice. (c) Notwithstanding anything in this Section 1.2 to the contrary: (i) the Company shall not be required to effect the registration of the Registerable Securities pursuant to this Section 1.2 more than one time; and (ii) the Company shall not be required to effect any such registration unless at least $5 million of Registerable 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 in the condition 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 Registerable 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 Registerable Securities disapproves of the United States financial marketsterms of the underwriting, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable such person may elect to proceed with withdraw therefrom by written notice to the Company and the managing underwriter. The Registerable Securities so withdrawn shall also be withdrawn from registration. (d) If any registration statement under this Section 1.2 is not declared effective (except for the reasons specified in Section 1.9 below and except as a result of Holders withdrawing Registerable Securities), then the holders of Registerable Securities may request an additional registration under this Section 1.2. (e) No registrations effected under this Section 1.2 shall relieve the Company of its obligations to effect any registrations under, and pursuant to the terms of, Sections 1.3 and 1.4 hereof.

Demand Registration. (a) Following From and after the first one (1) year anniversary of following the date hereof Closing, and subject to Section 1.1(b), Section 1.1(c) and Section 2.3, upon the receipt of a written request from any MCM Party a Holder requesting that GEC file a Registration Statement the Company effect the registration under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities held by such Holder, which notice may be delivered at any time after such one (a 1) year anniversary and which notice shall specify the intended method or methods of disposition of such Registrable Securities (“Demand RegistrationRegistration Request Notice”), as soon as practicableunless such Registrable Securities are included in a currently effective Registration Statement permitting the resale of such Registrable Securities in the manner contemplated by the Registration Request Notice, GEC shall the Company will use its commercially reasonable efforts to file the appropriate Registration Statement under the Securities Act with the SEC and use its reasonable best efforts to as promptly as reasonably practicable after receipt of the Registration Request Notice and, as promptly as reasonably practicable following such Registration Request Notice, cause such Registration Statement to be declared effective, a registration statement relating effective by the SEC and to all permit the disposition of such Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained intended method or methods of disposition stated in this Agreementsuch Registration Request Notice. The MCM Parties are collectively entitled Company shall not be required to maintain the effectiveness of such Registration Statement beyond the earlier to occur of (i) one hundred twenty (120) days after the effective date thereof and (ii) consummation of the distribution by Holder of the Registrable Securities included in such Registration Statement (such period, the “Effectiveness Period”). (b) Notwithstanding Section 1.1(a), if the Company previously shall have caused a Registration Statement to be declared effective by the SEC with respect to the Registrable Securities, the Company shall not be required to cause a subsequent Registration Statement to be declared effective by the SEC pursuant to this Section 1.1 until a period of one hundred twenty (120) days shall have elapsed from the effective date of the most recent such previous registration. (c) Notwithstanding Section 1.1(a), the Company shall not be required to effect (i) more than two (2) such Demand Registrations registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a1.1 in any twelve (12) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, consecutive month period or (ii) such withdrawal is accompanied a registration of Registrable Securities, the fair market value of which on the date of receipt by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition Company of the United States financial markets, or Registration Request Notice is less than twenty million dollars (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration$20,000,000).

Demand Registration. (ai) Following At any time after the first anniversary expiration of the date hereof applicable Lock-Up Period, any Preferred Holder and upon Sponsoring Holder shall severally have the receipt of option and right, exercisable by delivering a written request from any MCM Party that GEC 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 under registering the Securities Act covering the registration for the offer offering and sale of all or part the number and type of the 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”), as soon as practicable, GEC shall file with . The Demand Notice must set forth the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all number of Registrable Securities that MCM Party has requested the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be registered required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be registered under included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $75 million based on the Securities ActVWAP (the “Minimum Amount”) as of the date of the Demand Notice; provided, subject to and however, that the Minimum Amount shall not apply in accordance with the termsevent that, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) as the result of Cutback Shares being removed from such Demand Registrations Registration Statement pursuant to this Section 1.2(a2(a)(i); provided, that, a registration requested pursuant the Registrable Securities of the Holders to this be included therein after compliance with Section 1.2(a2(a)(ii) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other an aggregate value of less than due to $75 million. If at any time the fault of a MCM Party) and at least 75% Commission takes the position that some or all of the Registrable Securities requested proposed to be included in such Demand a Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate Statement filed pursuant to a Demand Registration prior to the filing of a must be removed from such Registration Statement relating thereto(such portion of the Registrable Securities, or require GEC to withdraw promptly any the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based be eligible to be made on a change delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the business or prospects of GEC or a change in Initiating Holder so elects, the condition of Company shall remove the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registration.Cutback Shares from such Registration

Demand Registration. (a) Following If, on or at any time after the first anniversary of the date hereof and Effectiveness Date there is no currently effective “Shelf” Registration Statement, then at any time thereafter, upon the receipt of a written request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities notice (a “Demand RegistrationDemand”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, ) from a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and Holder or Holders holding at least 7550% of the Registrable Securities requested requesting that the Company effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder or Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall, within five (5) days after receiving the Holder’s or Holders’ Demand, give written notice (the “Request Notice”) of such registration request to all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be included required. The Request Notice shall offer to each such Holder the opportunity to include in such Demand Registration Statement such number of Registrable Securities as such Holder may request within ten (10) days after the date of the Request Notice, subject to the limitations of this Section 2(a) and not withdrawnto compliance with the other provisions of this Agreement. As promptly as possible after such ten (10) day period, but no later than the 30th day following receipt of the Demand, the Company shall have been disposed file a Registration Statement with the Commission for purposes of effecting, in the manner set forth in this Section 2 and Section 3 hereof, the registration under the Securities Act of all such Registrable Securities for disposition in accordance with the plan intended method or methods of distribution set forth therein. The MCM Party may terminate a Demand disposition stated in the Holder’s or Holders’ request and shall use its best efforts to cause such Registration prior Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, provided that: (i) if the filing of a Registration Statement relating theretoin respect of a Demand would require the Company (A) to make an Adverse Disclosure or (B) if the Company has already commenced a bona fide financing plan through a formal “all hands” meeting or comparable action, or require GEC and, in the good- faith business judgment of a majority of the Board of Directors, a Demand registration at the time and on the terms requested would have a material adverse effect on the ability of the Company to withdraw promptly any obtain such financing, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing of such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however that the Company shall not be permitted to do so (A) more than three times during any twenty-four month period, (B) for a period not exceeding 40 days on any one occasion or (C) for a period exceeding 60 days in any 12 month period. The Company shall immediately notify the Holders of the expiration of any period during which has been filed it exercised its rights under this Section 2(a)(i); (ii) the Company shall not be obligated to file a Registration Statement relating to a registration request pursuant to this Section 1 but which has not become 2(a): (A) on more than three occasions (it being understood and agreed that the Company shall only be responsible for Registration Expenses for the first two occasions), (B) within a period of one (1) month after the effective under date of any other Registration Statement of the Securities Act, and Company demanded pursuant to this Section 2(a); or (C) if such registration request is for a number of Registrable Securities that represent in the aggregate (on an as converted basis) less than one third of the number of Shares originally acquired by the Holders; (iii) the Company shall not be deemed to be have effected a Demand Registration registration if either (i) it agrees to pay the costs and expenses applicable Registration Statement is withdrawn at the request of such registration as set forth in Section 1.6 hereof, the Purchasers after having been filed with the Commission or (ii) the applicable Registration Statement is declared effective by the Commission and remains effective for not less than 180 days, or, if such withdrawal is accompanied by notice from the MCM Party thatRegistration Statement relates to an underwritten offering, such longer period as, in the good faith exercise opinion of counsel for the underwriter or underwriters is required by law for the delivery of a Prospectus in connection with the sale of Registrable Securities by an underwriter or dealer; (iv) a Holder may elect to withdraw its reasonable judgmentRegistrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease its efforts to secure registration; and (Av) Registrations pursuant to this Section 2(a) shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such withdrawal is warranted based registration shall be on another appropriate form, reasonably acceptable to the Holders of a change majority of the Registrable Securities, and as shall permit the disposition of the Registrable Securities in accordance with the intended method of distribution or methods of distribution specified in the business applicable Holder’s or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the Holders’ requests for such registration.

Demand Registration. (a) Following Subject to the first anniversary of the date provisions hereof and upon until the receipt of Termination Date, at any time after the Commencement Date and from time to time when the Company is eligible to use Form S-3ASR to register Common Stock and the Company has an effective Form S-3ASR registration statement on file, and so long as such time is not during a written Closed Window Period, either Holder may request from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer Company to register and sale of all or part of the sell Registrable Securities pursuant to a Prospectus supplement (a “Demand Registration”), but only upon not less than five business days’ prior written notice to the Company, during which period the Company shall be entitled to implement a Suspension Period to the extent then permitted pursuant to Section 4. Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Subject to Section 4 below, the Company shall use reasonable commercial efforts to file a Prospectus supplement, to register for resale such number of Registrable Securities as soon as practicablerequested to be so registered pursuant to this Section 2(a) within seven business days after a Holder’s request therefor. Within five calendar days after receipt by the Company of a Demand Registration in accordance with this Section 2(a), GEC the Company shall give written notice (the “Notice”) of such demand to the other Holder of Registrable Securities and shall, subject to the limitations in Section 2(b) below, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within three business days after such Notice is given by the Company to such Holders. Notwithstanding the foregoing, the Company shall be entitled to delay for a period of no more than 40 calendar days filing a requested Demand Registration if the Company delivers notice to the Holders within three business days of the receipt of the request for such Demand Registration that the Company intends to carry out a public offering of primary Company securities for cash proceeds of at least $100,000,000. It is understood that if the Company does not have an effective Form S-3ASR registration statement on file with the SEC and as of the Commencement Date, the Company will use its reasonable best commercial efforts to cause to be declared effective, file such a Form S-3ASR registration statement relating to all on the Commencement Date that is available for the registration for resale by the Holders of the Registrable Securities that MCM Party has requested be registered to be registered under the Securities ActSecurities. The Company shall use reasonable commercial efforts, subject to and in accordance with the termsprovisions of this Agreement and applicable law, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) the registration and sale by the Holders at the Commencement Date of such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities as are requested by the Holders to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationregistered.

Demand Registration. (a) Following At any time after the first anniversary earlier of 181 days after the IPO, (i) holders of at least 20% of the date hereof and upon the receipt of a written Registrable Securities then outstanding or (ii) MSD or any Permitted Party may request from any MCM Party that GEC file a Registration Statement registration under the Securities Act covering the registration for the offer and sale of all or part any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the 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 15 Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 Business 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 Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities (a “Demand Registration”), that the holders thereof have requested to be included in such Long-Form Registration within 15 Business Days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable, GEC practicable thereafter. The Company shall file with not be required to effect a Long-Form Registration more than three (3) times for the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all holders of Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a)as a group; provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless that a Registration Statement with respect thereto shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective (other than due and the holders requesting such registration are able to the fault of a MCM Party) register and sell at least 75% of the Registrable Securities requested to be included in such Demand registration. (b) After an IPO, the Company shall use its reasonable 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. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, the holders of Registrable Securities 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, together 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 Short-Form Registration. Upon receipt of any such request (other than a request by MSD or a Permitted Party that is not an underwritten offering), the Company shall promptly (but in no event later than 15 Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 15 Business 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 not withdrawnfile with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Short-Form Registration within 15 Business Days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (c) As soon as practicable following such time as the Company shall have been disposed qualified for the use of a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, the Company shall file a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (or, in the event that the Company does not become qualified for the use of a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto within one (1) year following the consummation of an IPO, a Registration Statement on Form S-1) (a “Shelf Registration Statement”) for registration under the Securities Act of all or any portion of the Registrable Securities held by the holders thereof for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and shall use its commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Each Shelf Registration Statement shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Prior to the filing of such Shelf Registration Statement, the Company shall deliver notice of such proposed registration to all holders of Registrable Securities who shall then have 15 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Shelf Registration Statement shall cover all of the Registrable Securities that the holders thereof have requested to be included in such Shelf Registration. For the avoidance of doubt, any Shelf Registration Statement shall provide for the resale of Registrable Securities from time to time by and pursuant to any method or combination of methods legally available to the holders of Registrable Securities (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions); provided that, the holders of Registrable Securities shall comply with the applicable provisions of the Securities Act with respect to the distribution of Registrable Securities covered by the Shelf Registration in accordance with the plan intended methods of distribution set forth thereindisposition. The MCM Party may terminate a Demand Company shall be required to maintain the effectiveness of such Shelf Registration prior for as long as there are Registrable Securities registered thereunder. (d) The Company shall not be obligated to effect any Long-Form Registration (i) within 180 days after the filing effective date of a previous Long-Form Registration Statement relating thereto, or require GEC a previous Piggyback Registration in which holders of Registrable Securities were permitted to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective register the offer and sale under the Securities Act, and actually sold, all of the shares of Registrable Securities requested to be included therein and (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that have not been waived (or are not reasonably expected to be waived) by the underwriters party thereto. (e) The Company may postpone for up to 90 days the filing or effectiveness of a Registration Statement for a Demand Registration or the filing of a shelf supplement for a shelf takedown (a “Shelf Supplement”) or a supplement for the purpose of effecting an offering pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Takedown”) if the Board determines in its reasonable good faith judgment that such Demand Registration or Shelf Takedown would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering 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; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration or Shelf Takedown shall be entitled to withdraw such request 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 or Shelf Takedown hereunder only once in any period of 12 consecutive months. (f) If the holders of the Registrable Securities initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2 and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration or Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the Company, which consent shall not be deemed to be unreasonably withheld or delayed. If the holders of the Registrable Securities initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered by their request in an underwritten block trade or bought deal pursuant to a Registration Statement on Form S-3 (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in this Section 2, the requesting holders may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. The Company will promptly notify the other holders of Registrable Securities of such Underwritten Block trade and such notified holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to the requesting holders of Registrable Securities initiating the Underwritten Block Trade), and the Company will as expeditiously as possible use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences). Notwithstanding the foregoing, the Company covenants not to provide notice of any Underwritten Block Trade to any Preferred Investor if either such Preferred Investor notifies the Company in writing that it has elected not to receive any notices of any Underwritten Block Trades, which election may be revoked at any time by such Preferred Investor. (g) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown, which consent shall not be unreasonably withheld or delayed. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) it agrees first, the number of shares of Common Stock that the holders of Registrable Securities propose to pay the costs sell, and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied second, the number of shares of Common Stock proposed to be included therein by notice from any other Persons (including shares of Common Stock to be sold for the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition account of the United States financial marketsCompany and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, or (B) there has occurred a misstatement or omission then the Registrable Securities that are included in any prospectus which makes it inadvisable to proceed with such offering shall be allocated pro rata among the registrationrespective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Demand Registration. (a) Following For so long as the first anniversary of Trust holds Trust Shares, upon written notice from Entergy, in the date hereof and upon manner set forth in Section 9(i), requesting that the receipt of a written request from any MCM Party that GEC file a Registration Statement Company effect the registration under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities Trust Shares by means of an Exchange Offer (a “Demand Registration”), as soon as practicablewhich notice shall specify the amount of Trust Shares proposed to be registered and the intended method of distribution, GEC the Company shall file with the SEC and use its reasonable best efforts to cause effect, in the manner set forth in Section 4, the registration under the Securities Act of such Trust Shares, provided that: (i) if, while a registration request is pending pursuant to this Section 2, the Company determines, following consultation with and receiving advice from its legal counsel, that the filing or initial effectiveness of a registration statement or any amendment thereto or the sale or other transfer of any Trust Shares would require any Adverse Disclosure, upon notice to Entergy, the Company shall not be required to effect a registration pursuant to this Section 2 (a “Demand Suspension”) until the earlier of (A) the date upon which such Adverse Disclosure is otherwise disclosed to the public or ceases to be declared effectivean Adverse Disclosure and (B) 45 days after the Company delivers such Demand Suspension; provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than two times. If a Demand Suspension occurs (or continues to occur) within 60 days of the Trust Expiration Date, the Trust Expiration Date shall be extended until 60 days after such Demand Suspension has been terminated. In the case of a Demand Suspension, each of Entergy and the Trustee agrees to suspend use of the applicable prospectus and any free writing prospectuses in connection with any sale of, or offer to sell, Trust Shares, upon receipt of a notice with respect thereto and while such Demand Suspension is pending; (ii) the Company shall not be obligated to file a new registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations a registration request for an Exchange Offer pursuant to this Section 1.2(a)2 within a period of 45 days before the Trust Expiration Date; provided, thatand (iii) Entergy shall be allowed to request no more than one (1) Demand Registration with respect to the Trust Shares. Exhibit THB-4 (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by Entergy pursuant to this Section 1.2(a) 2 shall not be deemed to have been effected unless a Registration Statement with respect thereto (and, therefore, not requested for purposes of this Section 2), if: (i) the registration statement filed in connection therewith has not become effective; (ii) after such registration statement has become effective (effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the SEC or other governmental agency or court for any reason other than due a misrepresentation or an omission by Entergy, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of the Trust Shares so registered prior to the fault of a MCM Party) and at least 75% completion of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of exchange thereof in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as Exchange Offer set forth in Section 1.6 hereof, the registration statement; or (iiiii) such withdrawal is accompanied by notice from the MCM Party that, in conditions to the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationExchange Offer are not satisfied.

Demand Registration. The Company covenants and agrees as follows: (a) Following If at any time before the first anniversary expiration of this Warrant and after one hundred eighty (180) days after the effective date of the date hereof and upon registration statement for the receipt of a written Company’s IPO, the Holder may request from any MCM Party that GEC the Company file a Registration Statement under Form S-1 or S-3 registration statement, as applicable, with respect to any Securities outstanding, in which case the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”)Company shall, as soon as practicable, GEC shall and in any event within ninety (90) days after the date such request is given by such Holder, file with the SEC and use its reasonable best efforts to cause to be declared effective, a such Form S-1 or S-3 registration statement relating to under the Securities Act covering all Registrable Securities that MCM Party has requested be registered securities to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (the request of such Holder and any other than due to the fault of a MCM Party) and at least 75% of the Registrable Securities requested securities to be included in such Demand Registration (and not withdrawn) shall have been disposed the Company’s reasonable discretion, subject to the limitations of Section 11(b). Upon the Company’s receipt of a demand for registration with respect to any outstanding warrants issued in accordance connection with the plan issuance of distribution set forth thereinthe Company’s 8% Convertible Notes due 2015 (collectively, the “Notes Warrants”), the Company may, at its option, send a written notice (a “Registration Notice”) to all holders of Notes Warrants (including the Holder) that the Company intends to file a registration statement on Form S-1 or S-3 (such registration statement, the “Notes Warrant Registration Statement”) for all of the Shares underlying the Notes Warrants. The MCM Party may terminate a Demand Such Registration Notice shall be sent to all such holders no less than 30 days prior to the filing effectiveness of a the Form S-1 or S-3 Registration Statement relating theretoand shall inform such holders of their right to include their Shares in the registration statement. Any holder exercising such right shall promptly provide the Company with the information requested in the Registration Notice. If the Holder elects not to request that the Company include its Securities in the Notes Warrant Registration Statement, or require GEC fails to withdraw promptly any Registration Statement which has been filed provide reasonably requested information to the Company required for such registration in a timely manner, the Holder’s rights under this Section 11(a) shall terminate. (b) Notwithstanding the foregoing obligations, if the Company furnishes to the Holder requesting a registration pursuant to this Section 1 but which has not 11(a) 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 ActAct or other applicable laws, 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 one hundred and eighty (180) days after the request of such Holder; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 11(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to Section 11(a); or (iii) if such Holder proposes to dispose of Securities that may be immediately registered on Form S-3. A registration shall not be deemed to be a Demand Registration if either (icounted as “effected” for purposes of this Section 11(c) it agrees until such time as the applicable registration statement has been declared effective by the SEC, unless such Holder withdraws its request for such registration, elects not to pay the costs registration expenses therefor, and expenses of such forfeits its right to one demand registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party thatstatement, in the good faith exercise which case such withdrawn registration statement shall be counted as “effected” for purposes of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationthis Section 11(c).

Demand Registration. (a) Following At any time and from time to time, the first anniversary of Controlling Shareholder shall have the date hereof option and upon the receipt of right, exercisable by delivering a written request from any MCM Party that GEC notice to the Company (each such notice, 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 under registering the Securities Act covering the registration for the offer offering and sale of all or part the number and type of the Registrable Securities 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, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a the “Demand Registration”). The Company shall be obligated to effect an unlimited number of registrations for the Controlling Shareholder under this Section 2.1, subject to market conditions. (b) Subject to the provisions of Section 2.5 below, the Company shall use its reasonable best efforts to file a Registration Statement (which may be submitted as soon a confidential submission to the extent permitted by applicable securities laws) as promptly as practicable, GEC in any case within customary time periods, after receipt of each Demand Notice, and shall file with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective, a effective under the Securities Act as promptly as practicable after the filing thereof and to remain effective under the Securities Act for not less than the period set forth in clauses (i) to (iii) of this Section 2.1(b) (the “Effectiveness Period”): (i) The Company shall use reasonable best efforts to keep any shelf registration statement relating (a “Shelf Registration Statement”) filed on Form F-3 continuously effective under the Securities Act to permit the Prospectus forming a part of it to be usable by the Controlling Shareholder until the date as of which the Controlling Shareholder no longer holds Registrable Securities. (ii) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form F-3 and such Registration Statement was not filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until such time as the Company is eligible to file a Shelf Registration Statement on Form F-3 covering the Registrable Securities thereon or such shorter period during which all Registrable Securities that MCM Party has requested be registered to be registered under included in the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective have actually been sold. (iii) If the Registration Statement filed is a Shelf Registration Statement on any form other than due to the fault of a MCM Party) Form F-3 and at least 75% of the Registrable Securities requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating theretowas filed in connection with an Underwritten Offering, or require GEC the Company shall use commercially reasonable efforts to withdraw promptly any keep the Registration Statement which has been filed pursuant to this Section 1 but which has not become continuously effective under the Securities Act, and for a period of at least 180 days after the Effective Date thereof or such registration other period as the underwriters for any Underwritten Offering may determine to be appropriate, or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Controlling Shareholder may be required to refrain from selling any securities included in the Registration Statement at either the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement. (c) In addition, the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2.5. (d) The Registrable Securities covered by any Registration Statement demanded under this Section 2.1 shall be distributed by means of a firm commitment underwritten offering unless otherwise agreed to in writing by the Controlling Shareholder. (e) Notwithstanding the foregoing, the Company shall not be deemed required to be effect registration under this Section 2.1 before ninety (90) days after the Effective Date of any other previously effective Registration Statement for an Underwritten Offering of securities pursuant to a Demand Registration if either Controlling Shareholder-initiated registration (iother than pursuant to a registration statement on Form F-4, S-4 or S-8) it agrees to pay the costs and expenses of such registration or a Piggy-Back Underwritten Offering (as set forth defined below), provided, however, that nothing in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice this clause shall derogate from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationCompany’s obligations under Section 2.4 hereof.

Demand Registration. (a) Following If at any time the first anniversary Company is eligible to use a Form S-3 registration statement, the Company receives a request in writing from one or more Restricted Stockholders (“Requesting Restricted Stockholders”) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities held by the Requesting Restricted Stockholders having an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000.00) (a “Demand Registration Request”), then the Company shall as soon as practicable, and in any event within ninety (90) days after the date hereof and upon the receipt of a written request from any MCM Party that GEC Demand Registration Request is received by the Company, file a Registration Statement Form S-3 registration statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the fault of a MCM Party) and at least 75% of the Registrable Restricted Securities requested to be included in such Demand Registration (registration by the Requesting Restricted Stockholders, subject to the limitations of Section 4.1(b), 4.1(c), and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth thereinSection 4.3. The MCM Party may terminate a Demand Registration prior Company shall use reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly SEC as soon as practicable after filing. Any registration requested by any Registration Statement which has been filed Restricted Stockholder pursuant to this Section 1 but which has not 4.1 is referred to in this Agreement as a “Demand Registration.” 12 (b) Notwithstanding the foregoing obligations, if the Company furnishes to the applicable Requesting Restricted Stockholders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board 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 Demand Registration Request; provided, however, that the Company may not invoke this right more than once with respect to any given Requesting Restricted Stockholders in any twelve (12) month period; and providedfurther that 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 an Excluded Registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 4.1(a) (i) during the period that is ninety (90) 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 efforts to cause such registration statement to become effective; or (ii) if the Company has effected a registration pursuant to Section 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be deemed to be a Demand Registration if either (icounted as “effected” for purposes of this Section 4.1(c) it agrees until such time as the applicable registration statement has been declared effective by the SEC, unless the Requesting Restricted Stockholders withdraw their request for such registration, elects not to pay the costs registration expenses therefor, and expenses of such forfeits its right to one demand registration statement pursuant to this Section 4.1 as set forth provided in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that4.6, in the good faith exercise which case such withdrawn registration statement shall be counted as “effected” for purposes of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationthis Section 4.1(c).

Demand Registration. (aSubject to Sections 2.1(c) Following and 3 hereof, at any time after 18 months after the first anniversary closing date of the date hereof and upon IPO, each Holder may deliver to the receipt of Company a written request from any MCM Party that GEC file notice (a “Demand Registration Statement under Notice”) informing the Securities Act covering Company of such Holder’s desire to have some or all of their Registrable Shares registered for sale by the registration for the offer and sale of all or part of the Registrable Securities Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Shares to be registered by the Company. Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Shares to be included as part of an existing Registration Statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2), then the Company will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than ninety (90) days following receipt of such notice, a new Registration Statement and related prospectus that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of the Registrable Shares (the “Demand Registration Statement”), and agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective Registration Statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Shares as soon as practicable, GEC and each Holder of Registrable Shares who wishes to participate in such Demand Registration Statement shall file with notify the SEC Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Shares to be included in the Demand Registration Statement. Subject to Section 3 hereof, the Company agrees to use its commercially reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that MCM Party has requested be registered to be registered under purpose) until the Securities Act, subject to and in accordance with earlier of (i) the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect date that is two (2) years after the date of effectiveness of the Demand Registration Statement, (ii) the date on which all of the Registrable Shares covered by such Demand Registrations Registration Statement are eligible for sale without registration pursuant to this Section 1.2(a); providedRule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, thator (iii) the date on which all Registrable Shares covered by such Demand Registration Statement are no longer Registrable Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to or after receiving a registration requested Demand Registration Notice from any Holder, include all of any Holder’s Registrable Shares or any portion thereof in any Registration Statement, including by virtue of adding such Registrable Shares as additional securities to an existing Registration Statement pursuant to this Section 1.2(aRule 462(b) under the Securities Act (in which event the Company shall not be deemed to have been effected unless a satisfied its registration obligation under this Section 2.1(a) so long as such Registration Statement with respect thereto has become remains effective and not the subject of any stop order, injunction or other order of the Commission) (other than due any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.1(a) to the fault of a MCM Party) and at least 75% of contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities Shares that Holders have requested to be included in such Demand Registration (and not withdrawn) shall have been disposed of Statement in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed pursuant to this Section 1 but which has not become effective under the Securities Act2.1(a), and such registration shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, any or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationall additional Registrable Shares that are outstanding.

Demand Registration. (a) Following 2.1 Subject to Sections 2.3, 2.4 and 2.5, if at any time after twelve months has elapsed from the first anniversary date of the date hereof and upon closing of the receipt of transactions contemplated by the Stock Purchase Agreement, the Company shall receive a written request therefor from any MCM Party that GEC holder or holders of Registrable Securities, the Company shall prepare and file a Registration Statement registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request, the minimum number of which shall not be less than the equivalent of $1,000,000 of such securities' fair market value, and shall use commercially reasonable efforts to cause such registration for statement to become effective; provided that the offer and sale holder or holders of no less than all or part of the Registrable Securities (a “Demand Registration”), as soon as practicable, GEC shall have the right to request the Company to prepare and file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, 2.1 at any time after six months has elapsed from the date of the closing of the transactions contemplated by the Stock Purchase Agreement if the Company does not qualify for the use of Form S-3 or any similar registration form then in force. Upon the receipt of a registration request meeting the requirements of this Section 2.1, 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 in writing within thirty (30) days after the date of the Company's written notice to them. If (a) the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 1.2(a2.1 determines for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (b) such registration statement, if theretofore filed with the Commission, is withdrawn and (c) the holders of the Registrable Securities 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 the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due exercised their demand registration right pursuant to this Section 2.1. 2.2 At the fault request of the holders of a MCM Party) and at least 75% majority of the Registrable Securities to be registered, the method of disposition of all Registrable Securities included in such registration shall be an underwritten Public Offering. The managing underwriter of any such Public Offering shall be selected by the Company. If in the good faith judgment of the managing underwriter of such 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 underwritten Public Offering may be reduced in the discretion of the managing underwriter pro rata, among the requesting holders thereof in proportion to the number of Registrable Securities included in their respective requests for registration, provided, however, that the number of Shares of -------- ------- Registrable Securities shall not be reduced unless and until the Shares to be offered by any other holder of securities are first excluded from such Demand Registration registration. Registrable Securities that are so excluded from such underwritten Public Offering shall be withheld from sale by the holders thereof for such period, not exceeding one hundred and twenty (120) days, as the managing underwriter reasonably determines is necessary to effect such Public Offering. 2.3 The Company shall be obligated to prepare, file and cause to be effective not withdrawnmore than two (2) shall have been disposed of registration statements pursuant to Section 2.1. 2.4 Notwithstanding the foregoing, in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration event that prior to the preparation and filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed registration statement requested pursuant to Section 2.1 or Section 4, there is (a) material non-public information regarding the Company which the Board of Directors reasonably determines to be in the best interests of the Company not to disclose or (b) 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 the Board of Directors reasonably determines to be in the Company's best interests not to disclose, the Company may delay initiating the preparation and filing of such registration statement for a period not to exceed ninety (90) days until such time as either of the events in clauses (a) or (b) no longer exists; provided however, that the Company may not utilize this right under this Section 1 but which has not become effective under and Section 5.12 for more than an aggregate of ninety (90) days in any twelve (12) month period. 2.5 Notwithstanding anything to the contrary contained herein, at any time within thirty (30) days after receiving a demand for registration pursuant to Section 2.1 or Section 4, the Company may elect to effect an underwritten primary registration in lieu of the requested registration. If the Company so elects, the Company shall give prompt written notice to all holders of Registrable Securities Actof its intention to effect such a registration and shall afford such holders the rights contained in Section 3 with respect to "piggyback" registrations. In such event, and such the demand for registration pursuant to Section 2.1 or Section 4 shall not be deemed to be a Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationhave been withdrawn.

Demand Registration. (ai) Following XT Investments shall have the first anniversary of the date hereof option and upon the receipt of right, exercisable by delivering a written request from any MCM Party that GEC 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 under registering the Securities Act covering the registration for the offer offering and sale of all or part the number and type of the Registrable Securities 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, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a the “Demand Registration”). (ii) Following receipt of a Demand Notice, as soon as practicable, GEC the Company shall file a Registration Statement as promptly as practicable covering all of the Registrable Securities that XT Investments requests on such Demand Notice to be included in such Demand Registration in accordance with the SEC terms and conditions of this Agreement and shall use its reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement relating to become effective under the Securities Act and remain effective under the Securities Act for not less than twenty four (24) months following the Effective Date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, (i) that MCM Party has requested the Company shall not be registered required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $25 million and (ii) the Effectiveness Period shall be registered under extended by one (1) day for each additional day during any Suspension Period in effect following the Securities Act, subject Effective Date applicable thereto pursuant to and in accordance with Section 2(a)(iii). Subject to the terms, conditions, procedures and other limitations contained in this Agreement. The MCM Parties are collectively entitled , the Company is not obligated hereunder to effect two more than three (23) such Demand Registrations pursuant to Registrations. A registration will not count as a requested registration under this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a2(a) shall not be deemed to have been effected unless a until the Registration Statement with respect thereto relating to such registration has become been declared effective (other than due by the Commission and unless XT Investments was able to the fault of a MCM Party) and at least 75% of register all the Registrable Securities requested by it to be included in such Demand registration. (iii) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to: (A) file a Registration (and not withdrawnStatement pursuant to this Section 2(a) shall have been disposed of in accordance during the period starting with the plan date thirty (30) days prior to a good faith estimate by the majority of distribution set forth therein. The MCM Party may terminate the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of XT Investments)(the “Unaffiliated Board Members”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Registration prior Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Ordinary Shares, or (2) the Company is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement relating theretowould cause a violation of the Exchange Act; (C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (D) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “Shelf Registration Statement”), the Company shall be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12-month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if: (1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and, (2) either (A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Ordinary Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or require GEC to withdraw promptly any consolidation, (ii) after the advice of counsel, the sale of Ordinary Shares covered by the Shelf Registration Statement which would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has been filed a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or (B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2(a)(iii), a “Suspension Period”); provided, however, that (i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 1 but which has 2(a)(iii) and/or Section 7(g) for more than an aggregate of ninety (90) days in any twelve (12) month period, and (ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2(a)(iii)(C)(1) or (2) or Section 2(a)(iii)(D), then during such Suspension Period, the Company shall not become effective under engage in any transaction involving the offer, issuance, sale, or purchase of Ordinary Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Ordinary Shares as contemplated by Company employee benefit plans or employee or director arrangements. In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D), the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities Act, and included in such registration shall not be deemed to be statement, a Demand Registration if either (i) it agrees to pay certificate signed by the costs and expenses Chief Executive Officer of the Company stating that the Company is suspending use of such registration as set forth statement pursuant to Section 2(a)(iii)(D), the basis therefor in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, in the reasonable detail and a good faith exercise estimate as to the anticipated duration of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition of the United States financial markets, or (B) there has occurred a misstatement or omission in any prospectus which makes it inadvisable to proceed with the registrationsuspension.

Demand Registration. (a) Following 2.2.1 Upon the first anniversary written request of Holder at any time after the date one year after the closing of the date hereof and upon Company's first Underwritten Offering of Common Stock of the receipt of a written request from any MCM Party Company made pursuant to an effective Registration Statement under the Securities Act (the "Initial Offering") that GEC the Company file a Registration Statement under the Securities Act covering the registration for of Registrable Securities, the offer and sale of all or part of the Registrable Securities (a “Demand Registration”)Company shall effect, as soon as practicable, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to under the Securities Act of all Registrable Securities that MCM Party has requested Holder requests to be registered registered; provided that the number of securities to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall be not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other less than due to the fault of a MCM Party) and at least 7550% of the Registrable Securities requested held by Holder. 2.2.2 The Company shall not be obligated to be included in such Demand Registration effect more than two (and not withdrawn2) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the filing of a Registration Statement relating thereto, or require GEC to withdraw promptly any Registration Statement which has been filed registrations pursuant to this Section 1 but which has not become effective under the Securities Act, and such registration 2.2. 2.2.3 The Company shall not be deemed required to effect a registration pursuant to this Section 2.2 during the period starting with the date of filing of, and ending on the date 90 days following the effective date of the Registration Statement pertaining to the Initial Offering, provided that the Company is making reasonable and good faith efforts to cause such Registration Statement to become effective. In addition, the Company shall not be required to effect a Demand registration pursuant to this Section 2.2 if within 30 days of receipt of a written request from Holder pursuant to Section 2.2.1, the Company gives notice to Holder of the Company's intention to file a Registration Statement for its Initial Offering within 90 days. 2.2.4 Notwithstanding the foregoing, if either (i) it agrees the Company shall furnish to pay Holder requesting a Registration Statement pursuant to this Section 2.2, a certificate signed by the costs and expenses Chairman of such registration as set forth in Section 1.6 hereof, or (ii) such withdrawal is accompanied by notice from the MCM Party that, Board stating that in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of GEC or a change in the condition judgment of the United States financial marketsBoard of Directors of the Company, or (B) there has occurred it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a misstatement or omission period of not more than 120 days after receipt of the request of Holder; provided that such right to delay a request shall be exercised by the Company no more than twice in any prospectus which makes it inadvisable to proceed with the registrationone-year period.

Demand Registration. (a) Following At any time following the earlier of (x) the Company consummating an Initial Public Offering of the Class A Common Stock or (y) the first anniversary of the date hereof and upon the receipt of Emergence Effective Date, any Requesting Stockholder may give a written request from any MCM Party that GEC file a Registration Statement to the Company to effect the registration under the Securities Act covering (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the registration for the offer and sale Securities Act) of all or part 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- 3ASRan Automatic Shelf Registration Statement, 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) to the other Stockholder Groups of such requested registration (each such registration shall be referred to herein as a “Demand Registration”)) at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration to the other Stockholder Groups. Thereafter, the Company shall use its commercially reasonable efforts to effect, as soon as practicablepossible, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement relating to under the Securities Act of: (i) all Registrable Securities that MCM Party for which the Requesting Stockholder has requested be registered registration under this Section 2.01; (ii) all other Registrable Securities of the same class or series as those requested to be registered under by the Requesting Stockholder that any other Stockholder Group (all such Stockholder Groups, together with the Requesting Stockholder, and any Stockholder Groups participating in a Piggyback Registration pursuant to Section 2.02,2.03, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholder Groups receive the Company’s notice of the Demand Registration; and (iii) any Company Securities Act, subject to and be offered or sold by the Company; all to the extent necessary to permit the disposition (in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled intended methods thereof as aforesaid) of the Registrable Securities so to effect two (2) such Demand Registrations pursuant to this Section 1.2(a)be registered; provided, provided that, a registration requested pursuant subject to this Section 1.2(a) 2.01(d), the Company shall not be deemed obligated to have been effect (x) more than five (5) Demand Registrations requested by the Oaktree Stockholder, three (3) Demand Registrations requested by the JPMorgan Stockholder and three (3) Demand Registrations requested by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockholder, in each case, other than Demand Registrations to be effected unless pursuant to a Registration Statement with respect thereto has become on Form S-3 (or any successor or similar form) under the Securities Act (“Form S-3”) for which an unlimited number of Demand Registrations shall be permitted, (y) any such Demand Registration (i) within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other registration statement of the Company (other than due a registration statement filed in connection with an employee benefit plan or business combination transaction or a registration statement on Form S- 4 or Form S-8 or any similar or successor form thereto) or (ii) in accordance with Section 2.01(f) or (z) any Demand Registration if the aggregate proceeds expected to be received from the fault of a MCM Party) and at least 75% sale of the Registrable Securities requested to be included in such Demand Registration is less than the lesser of (i) $100,000,000 and not withdrawn(ii) shall have been disposed 2.5% of the market capitalization determined in accordance with good faith as of the plan date the Company receives a written request for Demand Registration. (b) Promptly after the expiration of distribution set forth therein. The MCM Party may terminate a the ten (10) Business Day period referred to in Section 2.01(a)(ii), 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 in the Demand Registration by each of them. At any time prior to the filing effective date of a the Registration Statement relating theretoto such Demand Registration, the Requesting Stockholder may upon notice to the Company, revoke such request in whole or require GEC in part with respect to withdraw promptly 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 2.01(b), the Requesting Stockholder shall reimburse the Company for and/or pay directly all Registration Expenses incurred relating to such Demand Registration. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the Registration Statement which relating thereto (A) has been filed pursuant to this Section 1 but which has not become effective under the Securities Act, Act and (B) has remained continuously effective for a period of at least (x) one hundred eighty (180) days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration shall not be deemed have actually been sold thereunder) or (y) with respect to be a Demand Registration if either (i) it agrees to pay Shelf Registration, until the costs and expenses of such registration as date set forth in Section 1.6 hereof2.042.05(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 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 withdrawal is accompanied by notice from that less than 662/3% of the MCM Party Registrable Securities of the Requesting Stockholder sought to be included in such registration 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 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 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 of the Requesting Stockholder and, thereafter, pro rata among the remaining Registering Stockholders on the basis of the relative number of shares of Registrable Securities 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 determine. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitation set forth in the next 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 (including any Shelf Public Offering), file any amendment to such a Registration Statement, file or 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 exercise 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 reasonable subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, (A) such withdrawal is warranted based on a change would reasonably be expected to not be in the business best interests of the Company. Upon the occurrence of any of the conditions described in (i), (ii) or prospects (iii) above, the Company shall give prompt notice of GEC such suspension (and whether such action is being taken pursuant to (i), (ii) or (iii) above) (a change “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 one (1) occasion during any period of six (6) consecutive months for a reasonable time specified in the condition Suspension Notice but not exceeding ninety (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 ninety (90) day period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.01(f), once the Suspension Period ends the Requesting Stockholder may request a new Demand Registration (whichor a new Shelf Registration (neither such request shall not be counted as an additional Demand Registration for purposes of subclause (x) in the proviso of Section 2.01(a)). Notwithstanding anything to the contrary in this Agreement, the Company shall not be in breach of, or have 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 interpretation of the United States financial markets, staff of the SEC or (B) there has occurred a misstatement any order or omission in decree of any prospectus which makes it inadvisable to proceed with the registrationcourt or governmental agency.