Common use of Demand Registration Clause in Contracts

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Investor’s Registrable Securities is or are not existing and effective, that the Company register register, under and in accordance with the provisions of the Securities Act Act, all or any portion of the Registrable Securities designated by such Anchor the Investor. Upon receipt of a Demand Notice pursuant to from the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.143.12(a)(ii), the Company shall promptly (and in any event within ten thirty (1030) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall ) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors Investor registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Investor registering Registrable Securities intend intends to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c3.12(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor the Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(23.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d3.12(d) occurring with respect to such Demand Registration Statement. C. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(23.12(a)(ii) under the circumstances set forth in Section 3.14(d3.12(d). D. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.14(a)(23.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to requestIf, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all commencing six (6) months after the date of consummation of the Anchor Investors’ Registrable Securities is or are not existing and effectiveInitial Public Offering, the Company shall receive a written request from Oak Hill (the “Requesting Stockholder”) that the Company register effect the registration under and in accordance with the provisions of the Securities Act of all or any portion of the such Requesting Stockholder’s Registrable Securities designated (which shall be effected by such Anchor Investor. Upon receipt a shelf registration if so requested by the Requesting Stockholder), and specifying the intended method of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Other Stockholders holding Registrable Securities and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 1.01. (ii) subject to the restrictions set forth in Sections 1.01(f) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any event Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days from after such Stockholders receive the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Company’s notice of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor InvestorRegistration, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable all to the Anchor Investors registering Registrable Securities and CapGen extent necessary to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method methods thereof as aforesaid) of the Registrable Securities so to be registered. (b) Promptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) Oak Hill shall have an unlimited number of Demand Registrations. (d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. (e) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or methods such shorter period in which all Registrable Securities of distribution (which may be by an underwritten offeringthe Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the total 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 (as defined below) is reduced in accordance with Section 1.01(f) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such Company 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 Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Stockholders on the basis of the relative number of Registrable Securities specified so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCompany. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each 2.1 So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto, the Company agrees, upon request of the Anchor Investors shall have Manager, to use its best efforts to either (a) if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable Shares covered by a prior Shelf Registration Statement) providing for the rightregistration, and the sale on a continuous or delayed basis (including through brokers and dealers) by written notice the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission or (the b) if there is an Automatically Effective Shelf, file one or more prospectus supplements (each, a “Demand NoticeProspectus Supplement”) given with the Commission for the sale and distribution of all or such portion of the Manager’s Registrable Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the CompanyManager shall indicate whether the Manager wishes to sell the Registrable Shares pursuant to an underwritten offering. The Manager shall be named as a selling security holder in such Shelf Registration Statement or Prospectus Supplement, in such a manner as to requestpermit the Manager to deliver such Shelf Registration Statement or Prospectus Supplement to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or the date of any such amendment or supplement, and each Prospectus Supplement, as of the date of such Prospectus Supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time and from time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to time during such periods when be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effectiveProspectus Supplement, that the Company register under and it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand “Notice pursuant and Questionnaire”), to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within at least ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable prior to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods filing of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Shelf Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableor Prospectus Supplement. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of Upon the Anchor Investors shall have the right, by written notice request (the a “Demand Notice”) given to by the CompanyHolder, to requestthe 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 registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at any time and the option of the Holder, 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 during such periods when by the Holder (a “Shelf Registration Statement”)). The Company shall use its commercially reasonable efforts to cause each Registration Statement or Shelf Registration Statements covering all to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Anchor Investors’ Registrable Securities is or are not existing and effective, that Registration Statement. Any Registration Statement shall provide for the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice resale pursuant to any method or combination of methods legally available to, and requested by, the corresponding provisions of Holder. To the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14extent the initial Registration Statement is not made on Form S-3, the Company shall promptly (shall, upon becoming eligible to file a registration statement on Form S-3, prepare and in any event within ten (10) Business Days from file a new Registration Statement on Form S-3 to replace the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice initial Registration Statement and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause such subsequent Registration Statement to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and Commission as shall be soon as reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)practicable thereafter. If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use its commercially reasonable best efforts to keep cause each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) 2.1 to be continuously effective effective, supplemented and usable amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act 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. The Holder shall be limited to two demand registrations under this Section 2.1 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 Holder hereunder), and the Company shall not be obligated to file more than one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, further, that no demand registration under this Section 2.1 shall be deemed to have occurred for purposes of this sentence if the Registration Statement relating thereto (a) does not become effective within 180 days of the date first filed with the Commission, (b) is not maintained effective for the Effectiveness Period required under this Section 2.1 or (c) the offering of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares pursuant to such Demand Registration Statement effectiveis subject to a stop order, as injunction, or similar order or requirement of the Commission during such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statementperiod. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to requestIf, at any time and from during the time to time during such periods when a after the Closing Date, the Shelf Registration Statement is not effective or Shelf Registration Statements covering otherwise available, the Investor may request in a written notice to the Company (the “Request”) that the Company effect the registration under the Securities Act of some or all of the Anchor Investors’ Registrable Securities is or are not existing and effectivethen owned by the Investor; provided, however, that the Company register will not be required to effect more than one registration pursuant to this Section. Following the receipt of a Request, the Company shall, subject to the limitations of this Section 3, use its commercially reasonable efforts to effect, as soon as practicable, the registration under and in accordance with the provisions of the Securities Act of all or any portion of Registrable Securities that the Investor requests to be registered. (b) If the Investor intends to distribute the Registrable Securities designated covered by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities request by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required as a part of its request made pursuant to this Section 3.14(c)3. The managing underwriters in any In such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each event, the right of the Anchor Investors and CapGen if CapGen is also registering Investor to include its Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten offering(including Registrable Securities), then the Company shall so advise the Investor,; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other securities of the Company that are entitled by contract or otherwise to be included therein are first entirely excluded from such underwriting and registration. Any Demand Registration Statement may, at Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration. B. The (c) Notwithstanding the foregoing, the Company shall use reasonable best efforts to keep each Demand Registration Statement filed may postpone having a registration statement pursuant to this Section 3.14(a)(23 declared effective for a reasonable period not to exceed thirty (30) continuously effective and usable for consecutive trading days if the resale Board of Directors of the Registrable Securities covered thereby for a period Company shall have determined in good faith because of one hundred eighty valid business reasons (180) days from not including avoidance of the date on which Company’s obligations hereunder), including without limitation the SEC declares such Demand Registration Statement effectiveacquisition or divestiture of assets, as such period may be extended pursuant capital raising activities, pending corporate developments and similar events, that postponing effectiveness is in the best interests of the Company, and prior to this Section 3.14(a)(2)(B). The time period for which postponing the effectiveness the Company is required provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statementpostponement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) At any time following the six month anniversary of the Anchor Investors shall have date of this Agreement, the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, Holder Representative may request that the Company Parent register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Stock on Form S-3 or such other short-form registration statement under the Securities designated by such Anchor InvestorAct then available to Parent (a “Demand Registration”), including a shelf registration statement providing for the resale from time to time of any and all Registrable Stock pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). Upon Promptly after receipt of a any request for Demand Notice pursuant Registration, Parent shall deliver written notice of such request to the corresponding provisions all other holders of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company Registrable Stock and such holders shall promptly (and in any event within have ten (10) Business Days from the date of receipt such notice to notify Parent in writing of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity their desire to include Registrable Securities held by Stock in such Anchor Investor in the proposed registration by submitting its own Demand NoticeRegistration. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, Parent shall file with the SEC, and the Company shall thereafter use its best commercially reasonable efforts to cause the registration statement with respect to be declared such Demand Registration to become effective under the Securities Act as promptly soon as reasonably practicable, a except to the extent such registration statement on the appropriate form is already effective. Parent shall not be required to effect a Demand Registration more than three (3) times (and no more than two (2) times in any twelve (12) month period) for the registration holders of Registrable Stock as a group; provided, that a Demand Registration shall not be deemed to have been effected unless (i) it has become effective under the Securities Act, (ii) it has remained effective for the period set forth in Section 4.3(b), and sale as shall be selected (iii) the offering of Registrable Stock pursuant to such Demand 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 any act or omission of holders of Registrable Stock). (b) If the Holder intends to distribute the Registrable Stock covered by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities request by means of an underwritten offering, they it shall promptly so advise Parent as part of its request for Demand Registration, and Parent shall include such information in its notice to the Company other holders of Registrable Stock. In such event, the holders of a majority of the Registrable Stock initially requesting the Demand Registration shall select the managing underwriter of such offering; provided, that such selection shall be subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding any provision of this Agreement to the contrary: (i) Except as provided in Section 4.9(a) with respect to a Take Down Notice, Parent shall not be required to effect a Demand Registration within (A) 90 days following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to a public offering of securities for the account of Parent or (B) six months following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to (x) a previous Demand Registration or (y) a previous Piggyback Registration in which holders of Registrable Stock sold at least 80% of the shares of Registrable Stock requested to be included therein; (ii) if the Board determines in good faith that it would (A) materially adversely affect Parent’s ability to pursue or consummate a proposed or pending acquisition, disposition, strategic alliance, financing transaction or other material event involving Parent, (B) require the premature disclosure of material non-public information, or (C) prevent Parent from complying with the Securities Act or Exchange Act, Parent may (1) postpone the filing or effectiveness of any registration pursuant to this Section 4.1 and (2) suspend the rights of any holder of Registrable Stock to use any prospectus with respect to an effective Demand Registration, in each case for a period of no more than 45 days; provided, that such right to postpone or suspend a registration pursuant to this Section 4.1(c)(ii) shall be exercised by Parent (a) only if Parent has generally exercised (or is concurrently exercising) similar black-out rights (if any) against holders of similar securities that have registration rights and (b) not more than two (2) times in any twelve (12) month period and not more than 90 days in the aggregate in any twelve (12) month period; provided, further, that in the event Parent gives such notice, Parent shall extend the period during which such registration statement shall be maintained effective as provided in Section 4.3(b) by the number of days by which Parent suspends such registration statement; (iii) Parent shall not be obligated to cause any audit to be undertaken in connection with any such registration that Parent is not otherwise required to undertake at that time in connection with its obligations under the Securities Act, the Exchange Act and the Company rules and regulations thereunder; and (iv) Parent may satisfy its obligations to effect a Demand Registration by filing one or more prospectus supplements to a registration statement previously filed and that has become effective under the Securities Act that permits Parent to register resales of Parent Common Stock by naming in such prospectus supplement the selling stockholders of such Parent Common Stock. (d) Parent shall take all reasonable steps to facilitate not include in any Demand Registration any securities that are not Registrable Stock without the prior written consent of the holders of a majority of the Registrable Stock initially requesting such distributionDemand Registration (which consent shall not be unreasonably withheld, including the actions required pursuant to Section 3.14(cconditioned or delayed). The If a Demand Registration involves an underwritten offering and the managing underwriters underwriter advises Parent that in any its opinion the number of shares of Registrable Stock (and, if permitted hereunder, other securities requested to be included in such distribution shall offering), exceeds the number of securities that can be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each sold in such underwritten offering without adversely affecting the marketability or the price per share of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities Stock proposed to be sold in such underwritten offering. Any , Parent shall include in such Demand Registration Statement may(i) first, at the request number of shares of Parent Common Stock that the Holders submitting holders of Registrable Stock propose to sell, and (ii) second, the Demand Notice, number of securities proposed to be a “shelf” registration pursuant included therein by any other Persons (including securities to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable be sold for the resale account of Parent and/or other holders of Parent 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 covered thereby for a period of one hundred eighty (180) days from Stock proposed to be sold can be included in such offering, then the date on which the SEC declares Registrable Stock that is included in such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement offering shall be extended by allocated pro rata among the aggregate respective holders thereof on the basis of the number of days shares of all suspension periods pursuant to Section 3.14(d) occurring with respect to Registrable Stock held by each such Demand Registration Statementholder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each At any time after the end of the Anchor Investors Lock-Up Period and at which time the shelf registration statement required pursuant to Section 5.1 shall have not be available for the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion resale of the Registrable Securities designated by such Anchor Investor. Upon receipt or an Underwritten Offering, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request of the Stockholder or its Subsidiary for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Notice Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to the corresponding provisions Stockholder’s or its Subsidiary’s intended method of the CapGen Investment Agreement distribution thereof or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file Underwritten Offering with the SECanticipated aggregate gross proceeds for at least $50 million, and shall, subject to the Company shall thereafter terms of this Article V, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicablereasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, a if the Company is then S-3 Eligible, or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder or its Subsidiary, if the Company is not then S-3 Eligible, and provided further, that, to the extent that the Stockholder or any of its Subsidiaries would, in the Company’s reasonable determination, be deemed to be an “underwriter” for purposes of Section 11 under the Securities Act, any registration statement on the appropriate form for the registration under this Section 5.2 shall include disclosure to such effect and sale as shall be selected any other information deemed reasonably necessary by the Company to comply with the rules and as regulations of the SEC in connection therewith, it being understood that the Company shall only be reasonably acceptable required to the Anchor Investors registering register such amount of Registrable Securities and CapGen (if CapGen is registering Registrable Securities), as it reasonably determines would be permitted in accordance with such rules and regulations. Each Demand Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution (which thereof. The Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be by an underwritten offering), of the total number of Registrable Securities specified reasonably requested by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRequest. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14any Holder, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, Partnership shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as practicable, reasonably practicable a registration statement on under the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen Act (if CapGen is registering Registrable Securities)each, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable providing for the resale of the Registrable Securities covered thereby identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for a period the resale of one hundred eighty the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (180i) days from six months following such Registration Statement’s effective date and (ii) the date on which the SEC declares all Registrable Securities covered by such Demand Registration Statement effective, as have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such period may be extended Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to this Section 3.14(a)(2)(B)a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The time period for which Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Company is required Partnership and take all reasonable actions as are requested by the managing underwriters to maintain facilitate the effectiveness Underwritten Offering and sale of any Demand Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be extended by reduced on a Pro Rata basis to the aggregate number amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided, such notice is delivered prior to the launch of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration StatementUnderwritten Offering. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors CapGen shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ CapGen’s Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorCapGen. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Anchor Investment Agreement or from an Anchor Investor CapGen pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify CapGen or the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Investors of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor Persons in the proposed registration by submitting its their own Demand NoticeNotice(s). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to CapGen and the Anchor Investors registering Registrable Securities and CapGen (if CapGen is having given Demand Notice registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend CapGen intends to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution of Registrable Securities being sold only by CapGen shall be selected by CapGen. Otherwise, the underwriters shall be mutually acceptable to each Anchor Investor registering Registrable Securities CapGen and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering who propose to sell Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of least one hundred eighty (180) days following the Distribution, either of the Stockholders may, submit a Registration Request for Demand Registration covering all or part of his Registerable Shares, which request must request registration of at least the Minimum Amount. The Registration Request shall state the number of Registerable Shares to be registered and the intended plan of distribution thereof. uBid shall be obligated to register Registerable Shares pursuant to this Section 2 on a total of only two (2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall be ignored for this purpose. uBid shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the failure of such a registration statement to become or remain effective results primarily from any action or inaction of either or both of the Stockholders. Subject to the conditions and limitations of Section 4 hereof, uBid will use its best efforts to file a registration statement under the Act registering the Registerable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration is subject to the procedures in Section 4 hereof and the following additional conditions and limitations: (i) Any individual Stockholder joining a Registration Request may withdraw such Stockholder's Registerable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the time the registration statement becomes effective. Following such a withdrawal, uBid shall not take any further action to register the withdrawn Registerable Shares, and shall not be obligated to register any Registerable Shares if the number of non-withdrawn Registerable Shares is less than the Minimum Amount. However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by all Stockholders making such request within fifteen (15) days after having been made or it is withdrawn before uBid devotes any significant efforts to the preparation of the registration statement. (ii) Unless otherwise agreed to by uBid, any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to uBid (such satisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in accordance with Rule 415 under the Act. (iii) uBid shall be permitted to use any registration form available to it for the registration of Registerable Shares, and shall not be obligated to include in the prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (iv) No Registration Request may be made by a Stockholder if the amount of shares proposed to be sold could be sold by such Stockholder without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if uBid is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify the Stockholders of the relevant facts, and any Stockholder who joined such Registration Request shall have the right to withdraw the request by written notice given to uBid within ten (10) days after uBid's notice under this Subsection 2(c), in which case such Registration Request will be deemed not to have been made for purposes of Subsection 2(a). (d) For an additional ninety (90) days following the date on which the SEC declares such Stockholders may first submit a Registration Request for Demand Registration Statement effectiveRegistration, as such period may uBid will be extended pursuant entitled to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of include Shares in any Demand Registration Statement shall and to reduce the number of Shares to be extended sold by the aggregate Stockholders thereunder to a minimum of 20%, collectively, of the total offering plus any underwriters' over-allotment option. If, as a result of this cutback procedure, the number of days Shares sold by uBid in such offering constitutes more than one-half of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under total shares sold in the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtoffering, the rights provided pursuant registration would be treated as a Piggyback Registration under Section 3 below, and a Registration Request will be deemed not to Section 3.14(a)(2have been made for purposes of Subsection 2(a) shall not be exercisable until the Effectiveness Deadlinehereof.

Demand Registration. A. Each (i) At any time after the expiration of the Anchor Investors Lock-Up Period, any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms 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 requestRule 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(s) intend 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 Initiating Holder(s) and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at any time and from time to time during such periods when least $50 million (the “Minimum Amount”). (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement or relates to an Overnight Underwritten Offering or “bought deal,” within two Business Days) after the receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders and, within 60 Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within 45 days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of, and the intended timing and method of disposition described in, 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 after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company will use commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until the earlier of (A) 180 days (or three years if a Shelf Registration Statements Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (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 (A) file any Registration Statement pursuant to a Demand Registration within 90 days after the closing of a Requested Underwritten Offering, unless as a result of Section 2(d), the Requested Underwritten Offering includes less than (the “Requested Underwritten Offering Minimum Condition”) the lesser of (1) Registrable Securities of the Initiating Holder(s) having an aggregate value, based on the VWAP as of the effective date of the related Registration Statement, of $50 million, and (2) two-thirds of the number of Registrable Securities the Initiating Holder(s) set forth in the applicable Underwritten Offering Notice, or (B) effect a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities held by the Initiating Holder(s) shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities Act 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(s) shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Anchor InvestorDemand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from an Initiating Holder that such Initiating Holder is withdrawing all of its Registrable Securities from the Demand Notice pursuant Registration or a notice from a Holder to the corresponding provisions effect that the Holder is withdrawing an amount of its Registrable Securities such that the CapGen Investment Agreement or from an Anchor Investor pursuant remaining amount of Registrable Securities to this Section 3.14be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to an 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 such 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 event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the Registration other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Company Securities held by such Anchor Investor in the proposed registration by submitting for sale for its own Demand Notice. The Companyaccount or for the account of any other Person, within 45 days of subject to Section 2(d). (vi) Subject to the date on which the Company receives such earlier Demand Noticelimitations contained in this Agreement, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)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 total number Demand Registration for any offering and selling of Registrable Securities specified 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. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post-effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale 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 covered thereby for a period of one hundred eighty have been registered on (180but not yet sold under) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (i) In connection with and following the issuance of the Anchor Investors Purchased Securities pursuant to the Purchase Agreement, the Holder that holds Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms 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 request, at any time and from time Rule 415 pursuant to time during such periods when a Shelf Registration Statement (a “Demand Registration”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two Demand Registrations for its Registrable Securities. The Demand Notice must set forth the name and address of the Initiating Holder, 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 representing an Equity Percentage of less than 5% (the “Minimum Amount”). (ii) Within five Business Days of the receipt of the Demand Notice, the Company 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 to be included in the Demand Registration. The Company shall use commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statements 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 Holder is required to 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 or an underwriters’ lock-up agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such Underwritten Offering is completed), (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities held by the Holder providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. 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 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 any other Holder that has requested its Registrable Securities Act be included in a Demand Registration may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Anchor InvestorDemand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt delivery of a Demand Notice pursuant notice by the Initiating Holder to the corresponding provisions 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 may, at its option, cease all efforts to secure effectiveness of the CapGen Investment Agreement applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or from an Anchor Investor pursuant reimbursed the Company for its pro rata share of all commercially 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 Section 3.14Agreement, the Company shall promptly (and in effect any event within ten (10) Business Days from the date of receipt of Demand Registration on such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) appropriate registration form of the receipt of such Demand Notice and allow such other Anchor Investor Commission (or each Anchor Investor, in the case of a Demand Notice from CapGenx) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and (y) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Holder’s 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 total number Demand Registration for any offering and selling of Registrable Securities specified by the Holders in such Demand Notice (a “Demand 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 the Anchor Investors registering Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringincluded on such Registration Statement, they shall promptly so advise the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall take all reasonable steps (A) promptly prepare and file or cause to facilitate be prepared and filed (1) such distributionadditional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the actions securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required pursuant to Section 3.14(c). The managing underwriters in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such distribution shall jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be mutually acceptable necessary to each Anchor Investor registering apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and shall (B) do any and all other acts and things that may be mutually acceptable commercially reasonably necessary or appropriate or reasonably requested by the Holder to each enable the Holder to consummate a public sale of the Anchor Investors and CapGen if CapGen is also registering such Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (vii) In the event the Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holders submitting Holder, the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post-effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale Holder, Affiliates of the Holder or transferees of the Holder, (B) the Company has received written consent therefor from whom Registrable Securities covered thereby for 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 and (C) the Company receives a period of one hundred eighty (180) days written request from the date on which subsequent transferee, requesting that its shares of Common Stock be included in the SEC declares such Demand Registration Statement effectiveStatement, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended with all information reasonably requested by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration StatementCompany. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default (as defined in the Anchor Investors Credit Agreement), but in no event later than thirty (30) days following receipt of such demand, the Partnership shall have file with the right, by written notice Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities (the “Demand NoticeShelf Registration Statement”) given ), including the prospectus to be used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the Shelf Registration Statement unless the Administrative Agent consents in writing. The Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and to remain effective to the Companyextent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). In connection with any registration pursuant to this Section 2.1, the Partnership shall (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities subject to such registration under the securities laws of such states as such Holder shall reasonably request, at and do any time and from time all other acts and things that may reasonably be necessary or advisable to time during enable the Holder to consummate a public sale of such periods when Registrable Securities in such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by the Holder. (b) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use of any prospectus which is a part of the Shelf Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or Shelf Registration Statements covering all (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Anchor Investors’ Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions Shelf Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the CapGen Investment Agreement events described in clauses (i) or from an Anchor Investor pursuant to this Section 3.14(ii) above or the termination of such condition(s), the Company Partnership shall promptly (and in any event within ten (10A) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) provide prompt written notice of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable same to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with Administrative Agent instructing the intended method or methods of distribution (which may be by an underwritten offering), of the total number Administrative Agent that sales of Registrable Securities specified by the Holders in are permitted and (B) take such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering other actions to permit sales of Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters as contemplated in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablethis Agreement. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (i) At any time during the Demand Registration Period upon delivery to the Company by the holder or holders of at least 50% of all Warrants and Warrant Shares (such percentage determined by aggregating the Anchor Investors shall have number of Warrant Shares into which Warrants are then exercisable and the rightnumber of Warrant Shares then outstanding) (such holder or holders, by written notice (the “Demand NoticeInitiating Holders”) given to the Company, to request, at any time and from time to time during such periods when of a Shelf written request (a “Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, Request”) that the Company register effect a registration under and in accordance with the provisions of the Securities Act of Registrable Securities, which Registration Request shall specify the number of Registrable Securities proposed to be sold (which number of Registrable Securities for all or any portion such Initiating Holder(s) must aggregate at least 50% of the Registrable Securities designated by Warrant Shares as of such Anchor Investor. Upon receipt date), and the intended method of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14disposition thereof, the Company shall will: (x) promptly (and but in any event case within ten (1010 days) Business Days from the date of receipt give written notice of such Demand Notice)Registration Request to all other holders of Warrants and to all other holders of Registrable Securities, notify which holders shall be entitled to join such Registration Request by delivering to the other Anchor Investor (or each Anchor InvestorCompany within 30 days a notice specifying the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, in which case the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow term “Initiating Holders” shall include such other Anchor Investor (or each Anchor Investor, in holders and the case Registration Request shall be deemed to cover such holders and such number of a Demand Notice from CapGen) the opportunity to include Registrable Securities held proposed to be sold by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter holders; and (y) use its best efforts to cause to be declared effective effect, as promptly expeditiously as practicable, the registration of all Registrable Securities covered by such Registration Request; provided that (A) subject to Section 6(a)(ii) the Company shall not be obligated to effect a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to the Warrants on more than one occasion for Registration Requests from each of the Anchor Investors and CapGen if CapGen Initial Holders (provided that in the event that notwithstanding its best efforts, the Company is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant unable to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale register 100% of the Registrable Securities covered thereby in connection with such Registration Request by an Initial Holder, such Initial Holder shall be entitled to one additional Registration Request), (B) the Company shall not be obligated to effect a registration of Registrable Securities pursuant hereto on more than one occasion in any six month period, and (C) notwithstanding any provision to the contrary herein, the Company may delay the filing of a registration statement for such Registrable Securities for a period of one hundred eighty (180) days up to 90 days, measured from the date on which that the SEC declares Company receives the applicable Registration Request, by furnishing to each Initiating Holder within 10 Business Days of such Demand receipt a certified resolution of the Board of Directors of the Company stating that in the good faith judgment of the Board it would be detrimental or otherwise disadvantageous to the Company and its shareholders for such a registration statement to be filed at such time. If the Company furnishes such certified resolution, the Initiating Holders may, in their discretion, elect to relieve the Company of its obligation to proceed to effect the requested registration of the Registrable Securities upon the expiration of the 90-day period by withdrawing their Registration Statement effective, as such period may be extended Request. A Registration Request withdrawn pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) previous sentence shall not be exercisable until the Effectiveness Deadlinecounted as a Registration Request for purposes hereof.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, If at any time and after the date of this Agreement the Company receives a request from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all Holder of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with file a Registration Statement on Form S-1 covering the provisions resale of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor Holder (a “Demand Notice”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the proposed registration Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by submitting the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its own Demand Notice. The reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, within 45 days (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Company receives Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such earlier Demand Notice, shall file with the SEC, and Event Date the Company shall thereafter use its best efforts pay to cause each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day 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 damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be declared effective specifically identified as promptly an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as practicablean underwriter in such Registration Statement, a registration statement on the appropriate form for the registration and sale as shall be selected by then in each such case, the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of reduce the total number of Registrable Securities specified to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Holders Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in such Demand Notice (a “Demand Registration Statement”relation thereto). If In the Anchor Investors registering event of any reduction in Registrable Securities intend pursuant to distribute any Registrable Securities by means this paragraph, an affected Holder shall have the right to require, upon delivery of an underwritten offering, they shall promptly so advise a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall take following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all reasonable steps to facilitate Registrable Securities held by such distribution, including the actions required Holder have been registered pursuant to Section 3.14(c). The managing underwriters an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such distribution shall be mutually Registration Statement in a manner acceptable to each Anchor Investor registering Holder as to all Registrable Securities held by such Holder and shall that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be mutually acceptable exercised by a Holder multiple times and with respect to each limited amounts of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in order to permit the re-sale thereof by such underwritten offering. Any Demand Registration Statement may, at Holder as contemplated above). (e) In the request event that Form S-1 is not available for the registration of the Holders submitting resale of Registrable Securities hereunder, the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2(i) continuously effective and usable for register the resale of the Registrable Securities covered thereby for a period of one hundred eighty on another appropriate form reasonably acceptable to the Holders and (180ii) days from undertake to register the date Registrable Securities on which the SEC declares such Demand Registration Statement effective, Form S-1 as soon as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which form is available, provided that the Company is required shall use reasonable best efforts to maintain the effectiveness of any Demand the Registration Statement shall be extended then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the aggregate number Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of days the Registration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of all suspension periods each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement on or Shelf Registration Statements covering all after the date of this Agreement, ▇▇▇▇▇▇, on behalf of the Anchor Investors’ Registrable Securities is or are not existing and effective▇▇▇▇▇▇ Shareholders, may request in writing (“Request”) that the Company New Mylan register under and in accordance with the provisions of the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the ▇▇▇▇▇▇ Shareholders or their Affiliates (a) on a Registration Statement on Form S-3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”). Any such Request may involve (i) a registered offering by the ▇▇▇▇▇▇ Shareholders of ▇▇▇▇▇▇ securities that entitle the holders thereof to receive all or a portion of the Registrable Securities designated Beneficially Owned by the ▇▇▇▇▇▇ Shareholders (or the cash value thereof) or (ii) a Hedging Arrangement in which the counterparty to one or more ▇▇▇▇▇▇ Shareholders uses the Shelf Registration Statement to effect short sales of Registrable Securities; provided that the consent of New Mylan shall be required in connection with any Request pursuant to clause (ii) above, such Anchor Investorconsent not to be unreasonably withheld, delayed or conditioned. Upon receipt ▇▇▇▇▇▇ shall be entitled to make no more than seven (7) Requests, and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at least $200,000,000. Any requested registrations by ▇▇▇▇▇▇ prior to the date of this Agreement pursuant to Section 7.24(b) of the Business Transfer Agreement shall be deemed to be Demand Registrations or Shelf Registrations, as applicable, under this Agreement, including being taken into account in determining the foregoing permitted number of Requests, and each of the ▇▇▇▇▇▇ Shareholders and New Mylan shall have all rights and obligations under this Agreement with respect to such registrations as if such registrations had been requested under this Agreement. New Mylan shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Demand Notice Registration Statement pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor any other Demand Registration. Each Request pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as 6.1 shall be selected by in writing and shall specify the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company shall take all reasonable steps to facilitate intended method of distribution of such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableSecurities. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each The holders of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestRegistrable Shares, at any time and from time time, may require the Company to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all effect the registration of the Anchor Investors’ Registrable Securities Shares. The right to request registration under this Section 10.2 may be exercised on two (2) separate occasions, only unless such request is or are not existing and effective, that the Company register under and withdrawn in accordance with the provisions of the Securities Act all or terms hereof. The two (2) rights granted hereunder are distinct and separate from any portion of the Registrable Securities designated by such Anchor Investorother rights to request registration which have been granted to any other Person. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor A shelf registration may be demanded pursuant to this Section 3.1410.2. These demand registration rights may only be exercised if the holders of a majority of Conversion Stock (whether or not the Conversion Stock have been issued) (the "Majority Holders") provided, however, that if Tennessee Farmers holds any Registrable Shares, the Majority Holders must include Tennessee Farmers, shall give notice to the Company shall promptly to the effect that holders of Notes or Conversion Stock intend to (i) transfer all or any part of the Conversion Stock or (ii) exercise all or any part of the Note and in transfer all or any event part of the Conversion Stock under such circumstances that a public distribution (within the meaning of the Securities Act) of the Conversion Stock will be involved, then the Company (A) within ten (10) Business Days from the date of days after receipt of such Demand Notice), notify notice shall give written notice of the proposed registration pursuant to this Section 10.2 to the other Anchor Investor holders of Notes and Conversion Stock and (or each Anchor Investor, in the case of a Demand Notice from CapGenB) of the within thirty (30) days after receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in notice from the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand NoticeMajority Holders, shall file with a registration statement pursuant to the SEC, and Securities Act to the end that all Conversion Stock the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. The Company shall thereafter use its best commercially reasonable efforts to cause any such registration to be declared become effective and to keep the prospectus included therein current for 135 days; provided, however, that such holders shall furnish the Company with such appropriate information as promptly is required in connection with such registration as practicable, a registration statement on the appropriate form Company may reasonably request in writing. If the managing underwriter for the registration and sale as any offering made pursuant to this Section 10.2 (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Conversion Stock requested to be included in such registration by the holders of Notes and as Conversion Stock would materially adversely affect the distribution of all such securities, then there shall be reasonably acceptable included in such registration shares of the holders of Notes or Conversion Stock pro rata based on the number of shares originally proposed to be registered by each holder of Notes or Conversion Stock and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 10.2 until it has become effective and the Anchor Investors registering Registrable Securities holders of the Warrants or Conversion Stock participating in the demand registration are able to register and CapGen (if CapGen is registering Registrable Securities), sell at least 90% of the Conversion Stock originally requested to be included in accordance such registration. The Company agrees to enter into an underwriting agreement in customary form with the intended method or methods of distribution (which may be managing underwriter. Such underwriting agreement will contain such representations and warranties by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters other terms and provisions as are customarily contained in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring underwriting agreements with respect to such Demand Registration Statementsecondary distributions, including, without limitation, indemnities and contribution. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from If an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend wishes to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps necessary to facilitate such distribution, including the actions required pursuant to by this Section 3.14(c)6. The managing underwriters lead underwriter to administer the offering in connection with any such distribution shall Demand Registration will be mutually acceptable to the Investors participating in the registration. Any registration requested by an Investor or Investors or Holders pursuant to this Section 6(c) is referred to in this Agreement as a “Demand Registration.” The Company is not required to complete more than (i) two underwritten offerings with respect to each Anchor Investor registering and its permitted transferees and assigns and (ii) one underwritten offering for all Investors during any period of twelve consecutive months. Whenever the Company receives a request for Demand Registration hereunder, the Company will give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities and shall be mutually acceptable with respect to each which the Company has received written requests for inclusion from Investors therein within ten business days after the date of the Anchor Investors and CapGen if CapGen is also registering Company’s notice. Any such person that has made such a written request may withdraw its Registrable Securities in from such underwritten offering by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such underwritten offering. Any Demand Registration Statement mayIf the managing underwriter(s) of such underwritten offering advises the Investors that in its reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), at the request Investors will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the Holders submitting offering (including an adverse effect on the Demand Noticeper share offering price), which securities will be so included on a “shelf” registration pursuant pro rata basis by each Investor in proportion to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to Registrable Securities held by such Investor on the date that such request for Demand Registration Statement. C. The Company shall be entitled was made. Anything to suspend the use of any effective Registration Statement under contrary in this Section 3.14(a)(26(c) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtnotwithstanding, the rights provided pursuant to Section 3.14(a)(2) Company shall not be exercisable until obligated to effect a Demand Registration for aggregate gross proceeds of less than $25,000,000 (the Effectiveness Deadline“Minimum Threshold”); provided that the Minimum Threshold shall not apply to an Investor proposing to sell all of its remaining Registrable Securities of the Company.

Demand Registration. A. Each of the Anchor Investors (a) Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Holder’s Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorInitiating Holders. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days business days from the date of receipt of such Demand Notice), notify each Holder (other than the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGenInitiating Holders) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Holder the opportunity to include Registrable Securities held by such Anchor Investor Holders in the proposed registration by submitting its own Demand Noticewritten notice to the Company within ten (10) business days of receipt of the Company notice to such other Holder. The Company, within 45 forty-five (45) days of the date on which the Company receives such earlier the Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is Holders registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Holders registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c)3. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities the Company and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. (b) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) 1.2 continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B1.2(b). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) 4 occurring with respect to such Demand Registration Statement. C. (c) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) 1.2 under the circumstances set forth in Section 3.14(d)4. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each At any time during the five year period following the Closing Date, USAA may make a written request (the "Demand Notice") for registration under the Securities Act (a "Demand Registration") of the Anchor Investors Registrable Securities held by it. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Unless USAA shall have the rightconsent in writing, by written notice (the “Demand Notice”) given to no other party, including the Company, shall be permitted to requestoffer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). USAA may, at any time and from time prior to time during such periods when a Shelf the effective date of the Registration Statement or Shelf Registration Statements covering all relating to such registration, revoke its Demand Notice by providing a written notice to the Company. If USAA so elects, the offering of the Anchor Investors’ Registrable Securities is pursuant to a Demand Registration shall be in the form of an Underwritten Offering. If the managing underwriter or are not existing and effective, that underwriters of such offering advise the Company register under and USAA in accordance with writing that in their opinion the provisions number of the Securities Act all or any portion shares of the Registrable Securities designated by requested to be included in such Anchor Investor. Upon receipt offering is sufficiently large to materially and adversely affect the success of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such offering, the Company shall promptly (and will include in any event within ten (10) Business Days from such registration the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total aggregate number of Registrable Securities specified which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that Registrable Securities may be excluded before all shares proposed to be sold by other parties, including the Holders in such Demand Notice (a “Demand Registration Statement”)Company, have been excluded. If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringare excluded, they such registration shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each not count as one of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offeringthree Demand Registrations. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” No registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts a request or requests referred to keep each Demand Registration Statement filed pursuant to in this Section 3.14(a)(2subsection 2(b) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant deemed to Section 3.14(d) occurring with respect to such Demand Registration Statementbe a Shelf Registration. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of (a) Following the Anchor Investors Lock-Up Period, Management Stockholder shall have the right, subject to the terms of this Agreement, to require Activision to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by Management Stockholder subject to the requirements and limitations in this Section 6.1. In order to exercise such right, Management Stockholder must give written notice to Activision (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, requesting that the Company Activision register under and in accordance with the provisions of the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, or (ii) representing all or any portion of the Registrable Securities designated then held by such Anchor InvestorManagement Stockholder. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), Activision shall (i) promptly notify the such other Anchor Investor (or each Anchor Investor, Persons as may be entitled to participate in the case of a Demand Notice from CapGen) such sale of the receipt of such Demand Notice Notice, (ii) prepare and allow file with the Commission as soon as practicable and in no event later than 90 days after the Demand Date a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form agreed to by the Management Stockholder and Activision for which Activision then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such other Anchor Investor Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. Activision shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (or each Anchor Investor, i) one year (in the case of a shelf Demand Notice Registration Statement) or 60 days (in the case of any other Demand Registration Statement) from CapGenthe Effective Time of such Registration Statement and (ii) such time as all of the Applicable Securities have been disposed of by the Electing Holders. (b) Activision shall have the right to postpone (or, if necessary or advisable, withdraw) the opportunity filing, or to include delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if a majority of the Independent Directors (as defined in Activision’s bylaws) of Activision determines in good faith that the sale of Registrable Securities held covered by such Anchor Investor Registration Statement (i) would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Activision or any of its Subsidiaries, (ii) would require disclosure of any event or condition that such directors determine would be disadvantageous for Activision to disclose and which Activision is not otherwise required to disclose at such time, or (iii) would otherwise be materially detrimental to Activision and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a copy of a resolution of such Independent Directors setting forth such determination; provided, however, that no single postponement shall exceed 120 days in the proposed registration by submitting its own Demand Noticeaggregate. The Company, within 45 days Activision shall advise the Electing Holders of the date on which the Company receives any such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective determination as promptly as practicable. (c) Notwithstanding anything in this Section 6.1, Activision shall not be obligated to take any action under this Section 6.1: (i) with respect to more than two (2) Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be included therein; or (ii) with respect to more than two (2) Demand Registration Statements which have become and remained effective as required by this Agreement in a twenty-four month period. (d) Activision may include in any registration statement on the appropriate form requested pursuant to Section 6.1(a) hereof other securities for sale for its own account or for the registration account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter advises Activision and sale the Electing Holders that in its good faith view the number of securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the “Maximum Number”), Activision shall include such Maximum Number in such Registration Statement as follows: (i) first, the Applicable Securities requested to be registered by Management Stockholder, (ii) second, the Applicable Securities requested to be included by any other Electing Holders, if any, (iii) third, any securities proposed to be included by Activision and (iv) fourth, any other securities requested to be included in such Registration Statement. For purposes of this Agreement, an “underwritten offering” shall be selected an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) Management Stockholder shall have the right to withdraw his Demand Notice (in which case such Demand Notice shall be deemed never to have been given for purposes of Section 6.1(a) or Section 6.1(c)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if Management Stockholder reimburses Activision for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Company Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than as a result of default by Management Stockholder, or (iv) if Activision exercises any of its rights under Section 6.1(b) of this Agreement. If Management Stockholder withdraws a Demand Notice pursuant to this Section 6.1(e) and Activision nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then Management Stockholder shall be entitled to participate in such Registration pursuant to Section 6.2 hereof, but in such case the Intended Offering Notice must be given to Management Stockholder at least 10 business days prior to the anticipated filing date of the Registration Statement and Management Stockholder shall be required to give the Piggyback Notice no later than five (5) business days after Activision’s delivery of such Intended Offering Notice. (f) If any Registration pursuant to this Section 6.1 shall relate to an underwritten offering, Management Stockholder and Activision shall select a joint lead managing underwriter reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)other party, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) consent shall not be exercisable until unreasonably withheld, conditioned or delayed, and the Effectiveness Deadlineright of any other stockholder to participate therein shall be conditioned upon such stockholder’s participation in the underwriting agreements and arrangements required by this Agreement.

Demand Registration. A. Each of (i) At any time, Eclipse Holdings shall have, to the Anchor Investors shall have extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (the a “Holdings Demand Notice”) given ), to require the Company, pursuant to requestthe terms of and subject to the limitations contained in this Agreement, at any time to prepare and from time file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by Eclipse Holdings directly or indirectly by Limited Partners) on the terms and conditions specified in the Holdings Demand Notice, which may include sales on a delayed or continuous basis pursuant to time during such periods when Rule 415 pursuant to a Shelf Registration Statement (a “Holdings Demand Registration”). The Holdings Demand Notice must set forth the number and type of Registrable Securities that Eclipse Holdings anticipates will be included in such Holdings Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Holdings Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Holdings Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after Eclipse Holdings sends the Holdings Demand Notice. (ii) At any time, any Holder (other than Eclipse Holdings, which shall exercise its demand registration rights pursuant to Section 2(a)(i)) shall have the option and right, exercisable by delivering a written notice to the Company (a “Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statements Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Holder Demand Registration and the intended methods of disposition thereof. (iii) 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 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice (the “Minimum Amount”). (iv) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders (other than the Initiating Holder) and, within thirty (30) 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 (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, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). If, following the receipt of written notice from the Company of a Demand Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Demand Registration, Eclipse Holdings shall promptly send written notice to the Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution, and the Limited Partners may include such Registrable Securities in the Demand Registration if written notice is provided by the Limited Partners to the Company within the time period, and with the required information, set forth in the previous sentence. The Company shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) one hundred eighty (180) days (or two (2) 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 or cease to be Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (v) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) a Demand Registration within ninety (90) days of the closing of any Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of such Registrable Securities on the Company register under terms and conditions specified in such Demand Notice in accordance with the provisions intended timing and method or methods of the Securities Act distribution thereof specified in such Demand Notice. (vi) Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Anchor InvestorDemand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt delivery of a Demand Notice pursuant notice by a Selling Stockholder to the corresponding provisions of effect that the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) cease all efforts to secure effectiveness of the receipt of such Demand Notice and allow such other Anchor Investor applicable Registration Statement. (or each Anchor Investorvii) Subject to the limitations contained in this Agreement, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (x) as shall be selected by the Company and (y) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Initiating Holder’s request for such registration; provided, however, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified by the Holders in such Demand Notice (a “Demand 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 Selling Stockholder provides written notice to the Anchor Investors registering Company that it intends to effect an offering of all or part of the Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringincluded on such Registration Statement, they shall promptly so advise the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall take all reasonable steps (A) promptly prepare and file or cause to facilitate be prepared and filed (1) such distributionadditional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the actions securities laws of such states as the Selling Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required pursuant to Section 3.14(c). The managing underwriters in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a broker or dealer, and (2) such distribution shall forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be mutually acceptable necessary to each Anchor Investor registering apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and shall (B) do any and all other acts and things that may be mutually acceptable reasonably necessary or appropriate or reasonably requested by the Selling Stockholders to each enable the Selling Stockholders to consummate a public sale of the Anchor Investors and CapGen if CapGen is also registering such Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Selling Stockholder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Selling Stockholder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post-effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder or (B) the Company has received written consent therefor from whom Registrable Securities covered thereby for a period of one hundred eighty have been registered on (180but not yet sold under) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement, other than the Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right(a) Subject to Section 5 hereof, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that any Holder shall request the Company in writing to register under and in accordance with the provisions of the Securities Act all or any portion a part of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Holder (a "Demand Notice. The CompanyRegistration"), within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best all reasonable efforts to cause to be filed and declared effective as promptly soon as practicable, reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement statement, on the such appropriate form as the Company in its discretion shall determine, providing for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering of all such Registrable Securities by such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number usable for resale of Registrable Securities specified by for so long as the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Holder whose Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they are included therein shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c)request. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts be obligated to keep each Demand Registration Statement file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 3.14(a)(22(a) continuously effective and usable for is hereinafter referred to as a "Demand Registration Statement." (b) The Company agrees(i), unless it obtains the resale prior written consent of Hay, 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 covered thereby Act, 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 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 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 Securities Act. (c) The Company may postpone for a reasonable period of one hundred eighty (180) days from time, not to exceed 60 days, the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain filing or the effectiveness of any Demand Registration Statement shall be extended if the Board of Directors of the Company in good faith determines that (A) such registration might have a material adverse effect on any plan or proposal by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring Company with respect to such 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, could 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. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement. C. The Company Statement desires to sell Registrable Securities in an underwritten offering, such Holder shall be entitled have the right to suspend select any nationally recognized investment banking firm(s) to administer the use offering, subject to the approval of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtCompany, the rights provided pursuant to Section 3.14(a)(2) which approval shall not be exercisable until unreasonably withheld, and the Effectiveness DeadlineCompany 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.

Demand Registration. A. Each (a) Subject to the conditions of this Section 2.1, if the Company receives a request from the Demand Holders holding at least twenty five percent (25%) of the Anchor Investors shall have the right, Registrable Securities then outstanding held by written notice all Demand Holders (the “Demand NoticeInitiating Holders”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt with an aggregate offering price of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14at least $5,000,000, then the Company shall promptly shall, within fifteen (and in any event 15) days after the receipt thereof, give written notice of such request to all other Demand Holders (the “Non-Initiating Holders”). A Non-Initiating Holder must notify the Company within ten thirty (1030) Business Days from the date days of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of written notice if such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity Non-Initiating Holder so desires to include have its Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Noticeregistered. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter will use its best efforts to cause to be declared effective effect, as promptly soon as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering of all Registrable Securities and CapGen that the Demand Holders request to be registered. (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). b) If the Anchor Investors registering Registrable Securities Initiating Holders intend to distribute any the Registrable Securities by means of an underwritten offeringunderwriting, they shall promptly so advise the Company as a part of their demand pursuant to this Section 2.1 and the Company shall take all reasonable steps include such information in the notice referred to facilitate such distribution, including the actions required pursuant to in Section 3.14(c2.1(a). The managing underwriters in In such event, the right of any such distribution shall be mutually acceptable Demand Holder to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering include its Registrable Securities in such registration shall be conditioned upon participation in such underwriting. The underwriter or underwriters for such offering shall be a nationally recognized underwriter or underwriters selected by the Demand Holders owning a majority of the Registrable Securities requested to be included in such offering and reasonably acceptable to the Company and such underwriter or underwriters shall enter into a reasonable and customary underwriting agreement with the Company. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all participating Demand Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata among the participating Demand Holders in accordance with the number of Registrable Securities held by such Demand Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless and until all other securities to be sold by the Company and any Persons that are not Demand Holders are first entirely excluded from the underwriting and registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the registration under the Securities Act pursuant to an effective registration statement of the Offering Shares; (ii) after the Company has effected two registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer (provided, however, that such two registrations shall not include any registration pursuant to this Section 2.1 in which the number of Registrable Securities registered is reduced by more than twenty percent (20%) of the number of Registrable Securities that the Demand Holders requested to be registered); (iii) during the period starting with the date of filing of, and ending on the date six months following the effective date of, a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Demand Holders were given the opportunity to participate pursuant to Section 2.2 for not less than thirty percent (30%) of the amount of the offering. Any Demand Registration Statement may; provided that each registration statement was declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within ten (10) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a) the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided, that, such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; provided, further, that the Company shall not disclose any information that could be deemed material non-public information of the Company to any of the Initiating Holders submitting during such delayed period; and (v) if the Demand Notice, Initiating Holders propose to dispose of shares of Registrable Securities that may be a “shelf” registration immediately registered on Form S-3 pursuant to Rule 415, if availablea request made pursuant to Section 2.3 below. B. The (d) A requested registration under this Section 2.1 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from the Initiating Holders; provided, however, that such rescinded registration shall use reasonable best efforts to keep each Demand Registration Statement filed not count as a registration initiated pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which 2.1 if the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended have been reimbursed (pro rata by the aggregate number of days of Initiating Holders or in such other proportion as they may agree) for all suspension periods pursuant to Section 3.14(d) occurring out-of-pocket expenses incurred by the Company in connection with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtrescinded registration; provided further, the rights provided pursuant to Section 3.14(a)(2) however, that such Initiating Holders shall not be exercisable until required to reimburse the Effectiveness DeadlineCompany if such rescission shall have been caused by, or made in response to, the material adverse effect of an event on the business, prospects, properties, condition (financial or otherwise) or operations of the Company.

Demand Registration. A. Each (i) At any time after the expiration of the Anchor Investors Lock-Up Period, any Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms 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 request, at any time and from time Rule 415 pursuant to time during such periods when 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 to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $25 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company 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. 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 Requested Underwritten Offering or Shelf (B) a subsequent Demand Registration Statements pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities Act Demand Notice. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Anchor InvestorDemand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a Demand Notice pursuant notice from a Holder to the corresponding provisions effect that the Holder is withdrawing an amount of its Registrable Shares from the CapGen Investment Agreement or from an Anchor Investor pursuant Demand Registration such that the remaining amount of Registrable Shares to this Section 3.14be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. (and v) The Company may include in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the Registration other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Company Securities held by such Anchor Investor in the proposed registration by submitting for sale for its own Demand Notice. The Companyaccount or for the account of any other Person, within 45 days of subject to Section 2(c)(iii). (vi) Subject to the date on which the Company receives such earlier Demand Noticelimitations contained in this Agreement, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)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 total number Demand Registration for any offering and selling of Registrable Securities specified 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. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post-effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale 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 covered thereby for a period of one hundred eighty have been registered on (180but not yet sold under) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Anchor Investors shall have Purchase Agreement with respect to the rightfinancial statements then required, by written notice from and after the end of the Lock-Up Period, the Stockholder may request in writing (a “Request”) (a) that the Company file a prospectus supplement (the “Demand NoticeTakedown Prospectus Supplement”) given to an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the CompanyRegistrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to request, at any time and from time to time during such periods when maintain or use a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effectiveStatement, that the Company register under and in accordance with the provisions of the Securities Act all or any portion part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such Anchor Investoroffering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). Upon receipt The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Demand Notice Registration Statement pursuant to any other Demand Registration or the corresponding provisions closing of the CapGen Investment Agreement or from an Anchor Investor any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (105.1(a) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by in writing and shall specify the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall take all reasonable steps to facilitate such distributionaffect, including the actions required pursuant to Section 3.14(c). The managing underwriters in supersede or otherwise modify any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date restrictions on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances Transfer set forth in Section 3.14(d). D. Article 2 or any other provision of this Agreement. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadlineunderwritten overnight bought deals will count as a Request.

Demand Registration. A. Each of (i) Until such time as all Registrable Securities cease to be Registrable Securities, the Anchor Investors shall have the rightCompany agrees to use its reasonable efforts to keep current and effective a shelf Registration Statement, by written notice (the “Demand Notice”) given and to the Company, file such supplements or amendments to request, at any time and from time to time during such periods when a Shelf Registration Statement as may be necessary or Shelf appropriate in order to keep such shelf Registration Statements covering all Statement continuously effective and useable, for the resale of the Anchor Investors’ Registrable Securities is or are not existing and effective, that under the Securities Act. (ii) If the Company is no longer eligible to use a shelf Registration Statement, the Company agrees within 30 days of a Holder’s written request to register under and in accordance with the provisions resale of the Securities Act all or any portion a specified amount of the Registrable Securities designated by (which shall represent at least 5% of the outstanding Common Stock) under the Securities Act, the Company will file a Registration Statement, on an appropriate form, to register the resale of such Anchor Investor. Upon receipt Registrable Securities, which Registration Statement will (if specified in the Holder’s notice) contemplate the ability of a Demand Notice pursuant the Holders to effect an underwritten offering, and will use its reasonable efforts to cause such Registration Statement to become or be declared effective, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such Registration Statement effective and useable, for the resale of Registrable Securities under the Securities Act, through the completion of the offering thereof. (iii) Notwithstanding anything to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to contrary contained in this Section 3.14Agreement, the Company shall promptly (and in any event within ten (10) Business Days be entitled, from the date of receipt of such Demand Notice)time to time, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable providing prior written notice to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)Holders, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the to require such Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of the Prospectus included in any effective Registration Statement for resales of Registrable Securities under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided any shelf Registration Statement pursuant to Section 3.14(a)(22(a)(i) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a)(ii) for a reasonable period of time not to exceed 60 days in succession (or a longer period of time with the prior written consent of AIG, which consent shall not be exercisable until unreasonably withheld) or two times in any one year period (a “Suspension Period”) if (A) the Effectiveness DeadlineBoard determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially and adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and the Board determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its equity securities. (iv) After the expiration of any Suspension Period and without any further request from a Holder, the Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities. (v) If at any time or from time to time the Holders desire to sell Registrable Securities representing at least 5% of the outstanding Common Stock in an underwritten offering, the managing underwriter or underwriters for such offering shall be selected by AIG. The Holders will provide the Company with prior notice of any such underwritten offering, such notice to be provided as soon as reasonably practicable after the Holders determine to proceed with such offering. The Company shall use its reasonable efforts to assist such managing underwriter or underwriters in their efforts to sell Registrable Securities pursuant to such Registration Statement and shall use reasonable efforts to make senior executives with appropriate seniority and expertise reasonably available for “road show” or other presentations during the marketing period.

Demand Registration. A. Each If holders of at least twenty-five percent (25%) of the Anchor Investors outstanding Registrable Securities as of the date of original issuance of the Preferred Stock (the "Requisite Holders") shall have at any time make a written request (a "Demand Registration Request") to the rightCompany in compliance with this Section 2, the Company shall cause to be filed with the Commission a registration statement (a "Demand Registration Statement") under the Securities Act covering all or any part of the Registrable Securities (a "Demand Registration"), as such holders (the "Initiating Holders") shall request in writing; provided that (i) any request made pursuant to this Section 2(b) by Requisite Holders shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered (which shall comprise at least 25% of the outstanding Registrable Securities as of date of original issuance of the Preferred Stock; provided however, and notwithstanding the provisions of Section 2b hereof, the holders of any number of Registrable Securities may make a Demand Registration Request for such Registrable Securities where such holders request registration of all of the remaining such Registrable Securities), the intended method of distribution thereof and that the request is for a Demand Registration pursuant to this Section 2(b); (ii) As promptly as practicable, but no later than ten (10) days after receipt of a Demand Registration Request, the Company shall give written notice (the “"Demand Exercise Notice”") given of such Demand Registration Request to the Companyall holders of Registrable Securities. Following a Demand Registration Request, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and shall include in accordance with the provisions of the Securities Act all or any portion of a Demand Registration (x) the Registrable Securities designated of the Initiating Holders and (y) the Registrable Securities of any other holders of Registrable Securities who shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Anchor Investor. Upon holder) within thirty (30) days after the receipt of the Demand Exercise Notice (together with the Initiating Holders, the "Electing Holders"); (iii) Following receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration Request, the Company shall promptly (and in any event within ten (10) Business Days from file the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file Registration Statement with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as reasonably practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take use all reasonable steps efforts to facilitate such distribution, including have the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement maydeclared effective under the Securities Act as soon as reasonably practicable, at in each instance giving due regard to the request of the Holders submitting the Demand Notice, be need to conduct due diligence and complete other actions that are reasonably necessary to effect a “shelf” registration pursuant to Rule 415, if available. B. The Company registered public offering and shall use all reasonable best efforts to keep each Demand such Registration Statement filed pursuant continuously effective, for up to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from or until such earlier date as of which all the date on which Registrable Securities under the SEC declares such Demand Registration Statement effective, as such period may shall have been disposed of in the manner described in the Registration Statement; (iv) The Company shall not be extended obligated to effect more than two (2) Demand Registrations by Requisite Holders pursuant to this Section 3.14(a)(2)(B2(b). The time A right to demand a registration pursuant to this Section 2(b) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been distributed pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective for a 180-day period for which the Company is required to maintain or other period specified in Section 2(b)(iii) following the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company , provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated whereupon the 180-day period shall be entitled to suspend extend for the use of any effective period which such stop order or similar order or proceedings for such order is in effect (the "Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(dPeriod"). D. For (v) If the avoidance Underwriter in connection with any underwritten offering described in this Section 2(b) shall have informed the Company that in its opinion the total number of doubtshares of Common Stock that the holders of the Registrable Securities, and any other Persons desiring to participate in such registration, intend to include in such offering is such as to materially and adversely affect the success and pricing of such offering, then the Company shall include in such Demand Registration (a) first, all Registrable Securities requested to be included in such registration by the Electing Holders of Registrable Securities; provided that if the number of shares of Common Stock so elected to be included in such registration by all Electing Holders of Registrable Securities exceeds the number recommended by the Underwriter, then the number of Registrable Securities to be so included in such registration will be reduced pro rata in accordance with the number of shares requested to be included by each Electing Holder, to such number recommended by the Underwriter; and (b) if all Registrable Securities so elected to be included by the Electing Holders are so included in such Registration, such additional number of shares of Common Stock that the Company desires to include in such registration and that the Underwriter has informed the Company may be included in such registration without adversely affecting the success and pricing of the offering of all the Registrable Securities so requested to be included therein; and (vi) Notwithstanding anything herein to the contrary, the rights provided pursuant to Section 3.14(a)(2) Company shall not be exercisable until obligated to take any action to effect any such Demand Registration, qualification or compliance pursuant to this Section 2(b) if: (i) the Effectiveness DeadlineBoard of Directors determines in the exercise of its reasonable good faith judgment that effecting such Demand Registration at such time would require disclosure of a material fact that would have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in a significant transaction, then, in which case the Company may defer such Demand Registration for a single period not to exceed ninety (90) days once every twelve (12) months; (ii) 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 except as may be required by the Securities Act; or (iii) the Board of Directors determines in the exercise of its reasonable good faith judgment that effecting such Demand Registration at such time would otherwise have a material adverse effect on the Company, then, in such case the Company may defer (the "Deferral") such Demand Registration for a single period not to exceed ninety (90) days once during every twelve (12) months, but only on the condition that a deferral under clause (i) of this Section 2(b)(vi) does not occur during the twelve (12) month period proceeding or following the Deferral; provided, however that notwithstanding the restrictions contained in clauses (i) and (iii) of this Section 2(b)(vi) with respect to the number of deferrals of Demand Registrations in any twelve month period, the Company may defer a Demand Registration for a period not to exceed ninety (90) days at any time when the Board determines, in its reasonable good faith judgment, that a failure so to defer the Demand Registration would be a violation of its fiduciary duties.

Demand Registration. A. Each (1) At any time after the Employment Commencement Date, and subject to the other provisions of this Section 12, the Anchor Investors Executive shall have the right, exercisable by making a written notice (the “Demand Notice”) given request to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, demand that the Company register under and effect the Registration of any Registrable Securities in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorAct. Upon receipt of a Demand Notice pursuant The Company shall then comply with Section 12(a)(2) hereof. Any provision herein to the corresponding provisions of contrary notwithstanding, the CapGen Investment Agreement or from an Anchor Investor right to demand Registration pursuant to this Section 3.1412 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 receipt of a request pursuant to Section 12(a)(1) hereof, the Company shall promptly (and in any event i) file within ten ninety (1090) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form under the Act for the registration and sale as shall be selected by 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 as shall be reasonably acceptable conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Anchor Investors registering Registrable Securities Company's then current market capitalization and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise contain customary provisions requiring the Company and the Company shall take all reasonable steps Executive to facilitate indemnify and provide contribution to the underwriter or underwriters of such distribution, including the actions required pursuant to Section 3.14(cOffering). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities ; and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall (iii) use its reasonable best efforts to keep each Demand Registration Statement filed pursuant have such registration statement declared effective as promptly as practicable and to this Section 3.14(a)(2) continuously remain effective and usable for the resale of the Registrable Securities covered thereby for a period of at least one hundred eighty (180) days days. Notwithstanding any other provision hereof, the Executive acknowledges and agrees that there can be no guarantee or warranty from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which or by the Company is required to maintain the effectiveness of that any Demand Registration Statement shall such registration statement will ever be extended declared effective by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to Commission, and that the Company makes no such Demand Registration Statementguarantee or warranty in this Agreement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each At any time after the expiration of any applicable lock-up period agreed to by any Holder with the Anchor Investors shall have Managing Underwriter in connection with the rightIPO (or if such lock-up period is waived by such Managing Underwriter, by from and after such earlier date), upon the written notice request (the a “Demand Notice”) given by a Holder or Holders collectively owning at least 250,000 of the 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 60 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities. Each Registration Statement shall be on (i) Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the Company, to request, at any time offer and sale of securities from time to time during such periods when (a “Shelf Registration Statement Statement”), or Shelf Registration Statements covering all of (ii) if the Anchor Investors’ Registrable Securities Partnership is not then eligible to file on Form ▇-▇, ▇▇▇▇ ▇-▇ or are not existing and effective, that the Company register another form pursuant to any other rule or regulation promulgated under and in accordance with the provisions of the Securities Act all Act, or any portion of successor rule that may be adopted by the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand NoticeCommission. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, Partnership shall file with the SEC, and the Company shall thereafter use its best commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as promptly soon as practicable, a registration statement on reasonably practicable after the appropriate form initial filing of the Registration Statement. Any Registration Statement shall provide for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable resale pursuant to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended any method or combination of methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified legally available and requested by the Holders in of any and all Registrable Securities covered by such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company Partnership shall use its commercially reasonable best efforts to keep cause each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) 2.01 to be continuously effective effective, supplemented and usable 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 thereby for a period of one hundred eighty (180) days from the date on which the SEC declares by such Demand Registration Statement effective, have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as such period to form in all material respects with all applicable requirements of the Securities Act 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. There shall be no limit on the number of Registration Statements that may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration StatementHolders hereunder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) On or after the date that is fourteen (14) months after the closing of the Anchor Investors shall have Initial Public Offering, the rightHolders may, by written notice subject to Section 2.4 (the “Demand Notice”Black-Out Rights; Suspension Rights) given and Section 2.5 (Holdback Agreements), deliver to the Company, to request, at any time and from time to time during such periods when Company a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, written request that the Company register under prepare and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, Commission a registration statement on the an appropriate form for under the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen Act (if CapGen is registering Registrable Securities)together with any amendments or supplements thereto, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If , registering under the Anchor Investors registering Securities Act Registrable Securities intend then outstanding having a Market Value of not less than $10,000,000 to distribute any effect an underwritten public offering of Registrable Securities by means of an underwritten offeringthe initiating Holders (a “Demand Registration”). Notwithstanding the foregoing, they shall promptly so advise the Company and the Company shall take not be obligated to effect more than one Demand Registration in any twelve (12) month period. (b) Any request for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intent to effect an underwritten public offering of such Registrable Securities. Within 10 Business Days after receipt of such request, the Company will give written notice of such registration request to all reasonable steps other Holders and include in such registration all such Registrable Securities with respect to facilitate which the Company has received written requests for inclusion therein within 15 Business Days after the mailing of the Company’s notice. Each such distributionrequest will also specify the number of Registrable Securities to be registered and the intent to effect an underwritten public offering of such Registrable Securities. (c) Subject to Section 2.3(d), including if all Holders that request the actions filing of a Demand Registration Statement have a sufficient number of Registrable Securities registered for sale pursuant to a Shelf Registration Statement, the Company may satisfy the request to effect a Demand Registration by filing an appropriate prospectus supplement with the Commission to effect an underwritten public offering; provided, that such underwritten public offering shall be deemed a Demand Registration and shall be required to satisfy each of the conditions and other requirements for a Demand Registration specified in this Agreement. (d) The Company shall select the lead underwriter or underwriters and any co-manager or co-managers in connection with any underwritten public offering pursuant to this Agreement, after consultation with the Holders initiating such Demand Registration. (e) A registration will not count as a Demand Registration until it has become effective. For purposes of this Agreement, (i) an offering on a Demand Registration Statement is deemed to be effected on the effective date thereof, and (ii) an underwritten public offering on a Shelf Registration Statement that is deemed to be a Demand Registration pursuant to Section 3.14(c2.2(c) is deemed to be effected on the date a prospectus supplement is filed with the Commission (other than any preliminary prospectus supplement). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of Notwithstanding the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement mayforegoing, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) an offering shall not be exercisable until deemed to have been effected if such offering is not consummated as a result of (i) a breach by the Effectiveness DeadlineCompany of its obligations under this Agreement or any underwriting agreement relating to an underwritten public offering, or (ii) the Company exercising its rights under Section 2.4 (Black-Out Rights; Suspension Rights), and, in either case, after the offering would otherwise have been deemed to have been effected pursuant to the preceding sentence.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, If at any time and after the date of this Agreement the Company receives a request from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all Holder of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with file a Registration Statement on Form S-1 covering the provisions resale of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the proposed registration Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by submitting the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its own Demand Notice. The reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, within 45 days (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Company receives Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such earlier Demand Notice, shall file with the SEC, and Event Date the Company shall thereafter use its best efforts pay to cause each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day 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 damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be declared effective specifically identified as promptly an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as practicablean underwriter in such Registration Statement, a registration statement on the appropriate form for the registration and sale as shall be selected by then in each such case, the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of reduce the total number of Registrable Securities specified to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Holders Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in such Demand Notice (a “Demand Registration Statement”relation thereto). If In the Anchor Investors registering event of any reduction in Registrable Securities intend pursuant to distribute any Registrable Securities by means this paragraph, an affected Holder shall have the right to require, upon delivery of an underwritten offering, they shall promptly so advise a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall take following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all reasonable steps to facilitate Registrable Securities held by such distribution, including the actions required Holder have been registered pursuant to Section 3.14(c). The managing underwriters an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such distribution shall be mutually Registration Statement in a manner acceptable to each Anchor Investor registering Holder as to all Registrable Securities held by such Holder and shall that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be mutually acceptable exercised by a Holder multiple times and with respect to each limited amounts of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in order to permit the re-sale thereof by such underwritten offering. Any Demand Registration Statement may, at Holder as contemplated above). (e) In the request event that Form S-1 is not available for the registration of the Holders submitting resale of Registrable Securities hereunder, the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2(i) continuously effective and usable for register the resale of the Registrable Securities covered thereby for a period of one hundred eighty on another appropriate form reasonably acceptable to the Holders and (180ii) days from undertake to register the date Registrable Securities on which the SEC declares such Demand Registration Statement effective, Form S-1 as soon as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which form is available, provided that the Company is required shall use reasonable best efforts to maintain the effectiveness of any Demand the Registration Statement shall be extended then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the aggregate number Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of days the Registration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of all suspension periods each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right(a) Subject to Section 5 hereof, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that any Holder shall request the Company in writing to register under and in accordance with the provisions of the Securities Act all or any portion a part of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Holder (a "Demand Notice. The CompanyRegistration"), within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use all reasonable efforts to cause to be filed and declared 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, on such appropriate form as the Company in its discretion shall determine, providing for the sale of all such Registrable Securities by such Holder. The Company agrees to use its best efforts to cause to be declared effective as promptly as practicable, a keep any such registration statement on the appropriate form continuously effective and usable for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number resale of Registrable Securities specified by for so long as the Holders in such Demand Notice (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 have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a “"Demand Registration Statement”). If ." (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the Anchor Investors registering same as or similar to the Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distributionSecurities, including the actions required a sale pursuant to Section 3.14(c). The managing underwriters in Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement mayStatement, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant and (ii) to Rule 415, if available. B. The Company shall use reasonable best efforts to keep cause each Demand Registration Statement filed holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in 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 this Section 3.14(a)(2Rule 144 under the Securities Act. (c) continuously effective and usable for the resale of the Registrable Securities covered thereby The Company may postpone for a reasonable period of one hundred eighty (180) days from time, not to exceed 30 days, the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain filing or the effectiveness of any Demand Registration Statement shall be extended if the Board of Directors of the Company in good faith determines that (A) such registration might have a material adverse effect on any plan or proposal by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring Company with respect to such 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, could 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. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement. C. The Company Statement desires to sell Registrable Securities in an underwritten offering, such Holder shall be entitled have the right to suspend select any nationally recognized investment banking firm(s) to administer the use offering, subject to the approval of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtCompany, the rights provided pursuant to Section 3.14(a)(2) which approval shall not be exercisable until unreasonably withheld, and the Effectiveness DeadlineCompany 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.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given Subject to the Company, to requestSection 6.1(b), at any time and from time to time during such periods when time, Sponsor Holdings or SHUSA (the “Requesting Demand Shareholder”) may, in a Shelf Registration Statement or Shelf Registration Statements covering all of written notice (a “Demand Notice”) to the Anchor Investors’ Registrable Securities is or are not existing and effectiveCompany, request that the Company register file a registration statement (a “Demand Registration Statement”) under and in accordance with the provisions of the Securities Act covering the registration of all or any a portion of such Requesting Demand Shareholder’s Registrable Securities, as specified in the Registrable Securities designated by such Anchor InvestorDemand Notice. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice, the Company shall use reasonable efforts to file a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Requesting Demand Shareholders, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to 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, any state securities or “blue sky” laws, or any other rules and regulations thereunder). Within five days after receipt by the Company of a Demand Notice in accordance with this Section 6.1(a), notify the Company shall give written notice of such Demand Notice to all other Anchor Investor holders of Registrable Securities. (b) The Company will not be obligated to file any Demand Registration Statement within 180 days following the completion of the IPO or within 180 days of the effective date of a previous Demand Registration Statement. The maximum number of registrations that the Company is required to effect in response to Demand Notices given by (i) SHUSA is one and (ii) Sponsor Holdings is four (each, a “Demand Registration Right”). A Demand Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the Commission and remains effective for the period required by Section 6.1(a); provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by a Requesting Demand Shareholder), such Demand Registration Statement will be deemed not to have become effective. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Demand Registration, if (A) (i) the Company is planning to prepare and file a registration statement for a primary offering by the Company of its Securities, or (ii) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”), and (B) the CEO or CFO of the Company notifies in writing each Anchor InvestorRequesting Demand Shareholder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration Statement, then the Company may postpone for up 60 days the filing or the effectiveness (but not the preparation) of a Demand Registration Statement (a “Blackout Period”); provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of Demand Registration Statement more than once during any 12-month period (unless the Requesting Demand Shareholders consent in writing to a longer postponement of the filing or effectiveness of such registration statement). Upon notice by the Company to the Requesting Demand Shareholder of any such determination, the Requesting Demand Shareholder covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Demand Notice from CapGenBlackout Period pursuant to clause (i) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in the Requesting Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. After the expiration of any Blackout Period and without further request from any Requesting Demand Notice and allow such other Anchor Investor (or each Anchor InvestorShareholder, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter effect the filing of the Demand Registration Statement and shall use its best reasonable efforts to cause any such Demand Registration Statement to be declared effective as promptly as practicablepracticable unless the Requesting Demand Shareholder shall have, prior to the effective date of such Demand Registration Statement, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a registration statement on Demand Registration Right for purposes of determining the appropriate form for number of Demand Registration Rights to which Sponsor Holdings or SHUSA is entitled under this Agreement. (d) If at any time or from time to time any Requesting Demand Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the registration managing underwriter and sale as all other underwriters shall be selected by the Company and as Company. Notwithstanding the foregoing, (i) if Sponsor Holdings exercises its Demand Registration Rights, Sponsor Holdings shall be reasonably acceptable have the right to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), select one of the total number joint lead managing underwriters and one of Registrable Securities specified by the Holders in such Demand Notice co-managers and (a “ii) if SHUSA exercises its Demand Registration Statement”). If Rights, SHUSA, shall have the Anchor Investors registering Registrable Securities intend right to distribute any Registrable Securities by means select one of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The joint lead managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each one of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableco-managers. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) Subject to the limitations contained in this Section 3, at any time following the 30 month anniversary of the Anchor Investors shall have date of the rightclosing of the Purchase Agreement, by written notice (the “Demand Notice”) given to the Company, to request, Investor may at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, request that the Company register for sale all or any of its Registrable Securities under and in accordance with the provisions of the Securities Act all or in connection with an Underwritten Offering by sending the Company a written request setting forth such request and specifying the number of Registrable Securities required to be registered and the intended method of disposition (any portion 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 (i) 33.3% of the Registrable Securities designated held by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from Investor (on an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10as converted basis) Business Days from on the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Noticehereof. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided Investor’s right to Demand Registration includes, 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 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 3.14(a)(23(a), the Company shall cause a Registration Statement on Form S-3 (or, if the Company is not then eligible to register the Shares for resale on Form S-3, on another appropriate form in accordance with the 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 36 month anniversary of the date of the closing of the Purchase Agreement) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter covering all of the Registrable Securities requested to be registered in the Demand Registration. The 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 pursuant to Section 3(a) shall not be exercisable count as a Demand Registration unless and until the Effectiveness DeadlineRegistration 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 for 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 (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 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 and such registration shall nonetheless be deemed a Demand Registration hereunder unless the withdrawal is made after a material adverse change to the Company or after notice of a postponement based on an Adverse Disclosure 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 as the Investor and Company may mutually agree to act as the managing underwriter or underwriters in connection with such Underwritten Offering.

Demand Registration. A. Each of (i) At any time after the Anchor Investors 180th day after the Closing Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (the a “Demand Notice”) given ), to require the Partnership to, pursuant to the Companyterms and subject to the limitations set forth in this Agreement, to request, at any time prepare and from time to time during such periods when file with the Commission a Shelf Registration Statement or Shelf Registration Statements covering all registering the offering and sale of the Anchor Investors’ number and type of Registrable Securities is or are not existing and effective, that on the Company register under and terms set forth in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorDemand Notice (a “Demand Registration”). Upon receipt of a Demand Notice pursuant to from any Initiating Holder (the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14“Initiating Holder”), the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, Partnership shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as practicable, reasonably practicable a registration statement on the appropriate form Registration Statement providing for the registration offer and sale as shall be selected by of the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders identified in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringNotice, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand which Registration Statement may, at the request option of the Holders submitting the Demand NoticeInitiating Holder, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Partnership shall have the right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date or such shorter period when all Registrable Securities covered thereby by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request that satisfies the conditions set forth in the immediately preceding sentence, the Partnership shall retain such underwriters and bookrunning managers as are mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within five (5) Trading Days of the Partnership’s receipt of a Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Partnership within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (A) during the period starting with the date that is sixty (60) days prior to the General Partner’s good faith estimate of the date of filing of, and ending on the date that is ninety (90) days after the effective date of, a Partnership-initiated registration that is approved by the board of directors of the General Partner, provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date a Demand Notice is received by the Partnership pursuant to this Section 2(a) if the General Partner determines that the Partnership’s compliance with its obligations under this Agreement would be detrimental to the Partnership because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Partnership or otherwise have a material adverse effect on the Partnership, (y) require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Partnership and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the date on which the SEC declares registration. (vi) The Partnership may include in any such Demand Registration Statement effectiveother Partnership Securities 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 Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), as then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such period may registration before any Partnership Securities proposed to be extended pursuant sold for the account of the Partnership or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Section 3.14(a)(2)(B). The time period for which Agreement, the Company is required to maintain the effectiveness of Partnership shall effect any Demand Registration Statement on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be extended by effected on another appropriate form for such purpose pursuant to the aggregate number Securities Act) and if the Partnership becomes, and is at the time of days 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 S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all suspension periods or part of the Registrable Securities included on such Registration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 3.14(d2(a), the Partnership shall, (A) occurring with respect promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. C. (x) The Company Partnership shall be entitled use commercially reasonable efforts to suspend become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the use Commission and meeting the other requirements of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d)Exchange Act. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) The Company shall, for the benefit of the Anchor Investors shall have Holders, in the right, by written notice (event that the “Demand Notice”) given Company is unable to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering register all of the Anchor Investors’ Registrable Securities is or are not existing and effectivein the Automatic Registration Statement, that on one occasion, upon the Company register under and in accordance with the provisions demand by Holders of a majority of the then Registrable Securities, commencing six months after the Automatic Registration Statement is declared effective by the SEC: (i) Following a demand (a "Demand") by the Holders of a majority of the then Registrable Securities Act to register all or any a portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of Securities, use commercially reasonable efforts to file with the SEC a Demand Notice pursuant Registration Statement relating to the corresponding provisions offer and sale of such Registrable Securities by the Holders (but are not subject to an existing Registration Statement which is current and available for use by the Holders) from time to time; provided, however, that if the SEC shall comment or inquire about the Company's use of the CapGen Investment Agreement or from an Anchor Investor pursuant Demand Registration Statement to this Section 3.14register all of the Registrable Securities, the Company shall promptly may exclude such Registrable Securities in accordance with Section 2.7 as it deems necessary or appropriate to respond to the SEC's comment or inquiry in order to permit the SEC to declare the Demand Registration Statement effective for a lesser number of Registrable Securities. (and ii) Use its commercially reasonable efforts to keep the Demand Registration Statement continuously effective, other than during Black-out Periods, in any event within ten (10) Business Days order to permit the Prospectus forming part thereof to be usable by Holders for a period of 365 days from the date that the Demand Registration Statement is declared effective by the SEC. (iii) Notwithstanding any other provisions hereof, use commercially reasonable efforts to ensure that (i) any Demand Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act, (ii) any Demand Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of receipt a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Demand Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (b) If a Demand Registration Statement is not filed with the SEC within forty-five (45) days of the request of the Purchasers, provided that, if the Company is required to include audited financial statements in such registration statement which have not previously been filed (and were not previously required to have been filed) with the SEC prior to the expiration of such Demand Notice)forty-five (45) day period, notify such period shall be extended to the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of 30th day following the date on which the Company receives is required to file (subject to any applicable extensions under Rule 12b-25 under the 1934 Act (or any similar provision then in force)) an annual report on Form 10-KSB (or Form 10-K) including such earlier Demand Noticefinancial statements, shall file with the SECsubject to Black-out Periods, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable will make pro rata payments to each of the Anchor Investors Purchasers, as liquidated damages and CapGen if CapGen is also registering Registrable Securities not as a penalty, in an amount equal to 1.00% of the product of (x) $0.10 multiplied by (y) the number of Shares of such underwritten offering. Any Purchaser as to which the Demand relates for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand should have been filed for which no Registration Statement is filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use Registrable Securities; provided, however, that the amount of any effective Registration Statement liquidated damages payable under this Section 3.14(a)(22.1(b) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant payable to Section 3.14(a)(2) each Purchaser shall not exceed the aggregate amount paid by such Purchaser for such Registrable Securities less any other amount the Company otherwise actually pays to such Purchaser plus an amount equal to Purchaser's reasonable attorney fees and costs of collection in respect of such liquidated damages as a remedy for such event. Such payments shall be exercisable until in partial compensation to the Effectiveness DeadlinePurchasers, and shall not constitute the Purchasers' exclusive remedy for such events. Such payments shall be made to each Purchaser in cash.

Demand Registration. A. Each (a) At any time after the date of this Agreement, holders of at least 25% of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register then outstanding may request registration under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Anchor Investoron Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly (and but in any no event within ten later than five (105) Business Days days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date of receipt of such Demand Notice), notice is given to notify the other Anchor Investor Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or each Anchor Investor, in the case of a Demand Notice from CapGenany successor form) of the receipt of such Demand Notice and allow such other Anchor Investor to be filed within thirty (or each Anchor Investor, in the case of a Demand Notice from CapGen30) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of after the date on which the Company receives such earlier Demand Notice, initial request is given and shall file with the SEC, and the Company shall thereafter use its best efforts to cause such Registration Statement to be declared effective by the Commission as promptly soon as practicablepracticable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times under this Agreement; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell all of the Registrable Securities requested to be included in such registration. (b) The Company shall use its best efforts to qualify and remain qualified to register 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, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of the Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a registration statement on “Demand Registration”). Each request for a Short-Form Registration shall specify the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total approximate number of Registrable Securities specified requested to be registered. 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 fifteen (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 on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Holders Commission as soon as practicable thereafter. (c) The Company shall not be obligated to effect any Demand Registration within ninety (90) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least twenty-five percent (25%) of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to sixty (60) 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, however, that in such Demand Notice (event the holders of a “majority of the Registrable Securities initiating such Demand Registration Statement”)shall be entitled to withdraw 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. The Company may delay a Demand Registration hereunder only once in any period of twelve (12) consecutive months. (d) If the Anchor Investors registering holders of the Registrable Securities intend initially requesting a Demand Registration elect to distribute any the Registrable Securities covered by means of their request in an underwritten offering, they shall promptly so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b), and the Company shall take all reasonable steps include such information in its notice to facilitate 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 distributionoffering. (e) The Company shall not include in any Demand Registration 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 registration, which consent shall not be unreasonably withheld or delayed. 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 the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering all Registrable Securities and shall all other shares of Common Stock proposed to be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities included in such underwritten offering. Any Demand Registration Statement may, at exceeds the request number of shares of Common Stock which can be sold in such underwritten offering and/or the Holders submitting number of shares of Common Stock proposed to be included in such registration would adversely affect the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale price per share of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from proposed to be sold in such underwritten offering, the date on which the SEC declares Company shall include in such Demand Registration Statement effective(i) first, as such period may the number of shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be extended pursuant included therein by any other Persons (including shares of Common Stock to this Section 3.14(a)(2)(B). The time period be sold for which the account of the Company is required 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 maintain be sold can be included in such offering, then the effectiveness of any Demand Registration Statement Registrable Securities that are included in such offering shall be extended by allocated pro rata among the aggregate respective holders thereof on the basis of the number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to Registrable Securities owned by each such Demand Registration Statementholder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) At any time following the exercise of the Anchor Investors Warrant and prior to the Registration of all of the Warrant Shares, and subject to the other provisions of this Agreement, Capital Research shall have the right, exercisable by making a written notice request (the “Demand Notice”"REGISTRATION REQUEST") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, demand that the Company register under and effect the Registration of any Registrable Securities in accordance with the provisions of the Securities Act all or any portion Act. Upon receipt of the Registration Request, the Company shall be obligated to register each of the Registrable Securities designated beneficially owned by such Anchor InvestorCapital Research in the manner set forth in Section 2(b) hereof. Upon receipt of a Demand Notice pursuant Any provision herein to the corresponding provisions of contrary notwithstanding, the CapGen Investment Agreement or from an Anchor Investor right to demand Registration pursuant to this Section 3.142 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 promptly (and in any event i) file within ten ninety (1090) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form under the Act for the registration 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 as shall be selected by 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 as shall be reasonably acceptable Capital Research to indemnify and provide contribution to the Anchor Investors registering Registrable Securities underwriter or underwriters of such Offering); and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall iii) use its reasonable best efforts to keep each Demand Registration Statement filed pursuant have such registration statement declared effective as promptly as practicable and to this Section 3.14(a)(2remain effective for at least One Hundred and Twenty (120) continuously effective days. Notwithstanding any other provision hereof, Capital Research acknowledges and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days agrees that there can be no guarantee or warranty from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which or by the Company is required to maintain the effectiveness of that any Demand Registration Statement shall such registration statement will ever be extended declared effective by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to Commission, and that the Company makes no such Demand Registration Statementguarantee or warranty in this Agreement or otherwise. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. (a) Each of the Anchor Investors shall have the right, by written notice Important Shareholder (the “Demand NoticeRequesting Holder”) given to the Company, to request, at any time and from time to time during such periods when may request registration (a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register “Demand Registration”) under and in accordance with the provisions of the Securities Act of all or any portion part of its Registrable Securities. Each request must specify the number of Registrable Securities designated by such Anchor Investorfor which registration is requested and the intended method or methods of distribution thereof. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly (but no later than (10) days following receipt thereof) deliver notice of such request to all other Holders, who shall then have fifteen (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 Requesting Holder and any Holder that delivers such writing to the Company, the “Selling Holders”). The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the SEC at the earliest practicable date, but in any event within ten not later than (10i) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor sixty (or each Anchor Investor, in the case of a Demand Notice from CapGen60) of days after the receipt of such Demand Notice and allow notice or (ii) if, as of such other Anchor Investor sixtieth (or each Anchor Investor60th) day, the Company does not have audited financial statements required to be included in the case of a Demand Notice from CapGenregistration statement, thirty (30) the opportunity to include Registrable Securities held days after receipt by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives from its independent public accountants of such earlier Demand Notice, shall file with the SECaudited financial statements, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement on (a “Demand Registration Statement”) relating to all of the appropriate form for the registration and sale as shall be selected by Registrable Securities that the Company and as shall be reasonably acceptable has been so requested to register for sale, to the Anchor Investors registering Registrable Securities and CapGen extent required to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be registered by the Selling Holders is at least $10,000,000. (b) The Company shall not include in any Demand Registration any securities which may are not Registrable Securities without the prior written consent of the Selling Holders holding a majority of the Registrable Securities proposed to be by included in the offering. If the Demand Registration relates to an underwritten offering)public offering and the managing underwriter of such proposed public offering advises the Company and the Selling Holders in writing that, of in its reasonable and good faith opinion, the total number of Registrable Securities specified requested to be included in the Demand Registration (including securities to be sold by the Holders Company or any other security holder) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then the Company shall include in such Demand Notice (a “Demand Registration Statement”)Registration, up to the Maximum Offering Size, first, the Registrable Securities the Selling Holders propose to register, and second, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. If the Anchor Investors registering managing underwriter determines that less than all of the Registrable Securities intend proposed to distribute any be sold can be included in such offering, then the Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate that are included in such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution offering shall be mutually acceptable to each Anchor Investor registering allocated pro rata among the respective Selling Holders thereof on the basis of Registrable Securities and shall sought to be mutually acceptable to registered by each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offeringSelling Holder. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2.1(b). (c) Each Important Shareholder shall be entitled to keep each an aggregate of three (3) Demand Registration Statement filed Registrations pursuant to this Section 3.14(a)(22.1; provided that a Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) continuously unless (i) it has been declared effective by the SEC and usable for the resale all of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares Selling Holders included in such Demand Registration Statement effectivehave actually been sold thereunder, (ii) it has remained effective for the period set forth in Section 2.5(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; provided that if a Requesting Holder revokes a Demand Registration pursuant to Section 2.4 hereof, such Demand Registration shall not count as one of the permitted Demand Registration requests; and provided further that, in the event the Requesting Holder revokes a Demand Registration request (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the registration statement) for a reason other than as stated in Section 2.4 hereof, then such period may be extended Demand Registration shall count as having been effected unless the Requesting Holder pays all Registration Expenses in connection with such revoked Demand Registration within twenty-one (21) days of written request therefor by the Company. (d) If after any Demand Registration Statement requested pursuant to this Section 3.14(a)(2)(B). The time period for which 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Company is required SEC or other governmental agency or court solely due to maintain the effectiveness actions or omissions to act of any the Company, such Demand Registration Statement shall be extended by at the aggregate number sole expense of days the Company and shall not be included as one of all suspension periods the Demand Registrations which may be requested pursuant to this Section 3.14(d2.1. (e) occurring with respect Notwithstanding anything to such the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve (12) month period, or (ii) any Demand Registration Statement within one hundred and twenty (120) days following the date of effectiveness of any other Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of (i) At any time after the Anchor Investors Effective Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms and subject to the limitations set forth in this Agreement, to request, at any time prepare and from time to time during such periods when file with the Commission a Shelf Registration Statement or Shelf Registration Statements covering all registering the offering and sale of the Anchor Investors’ number and type of Registrable Securities is or are not existing and effective, that on the Company register under and terms set forth in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorDemand Notice (a “Demand Registration”). Upon receipt of a Demand Notice pursuant to from any Initiating Holder (the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14“Initiating Holder”), the Company shall file with the Commission as promptly (as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities identified in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request option of the Holders submitting the Demand NoticeInitiating Holder, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Company shall have the right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date or such shorter period when all Registrable Securities covered thereby by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Company receives a Demand Notice from one or more Holders request that satisfies the conditions set forth in the immediately preceding sentence, the Company shall retain such underwriters and bookrunning managers as are mutually agreed by the Company and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Company and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within five (5) Trading Days of the Company’s receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Company within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (A) during the period starting with the date that is sixty (60) days prior to the General Partner’s good faith estimate of the date of filing of, and ending on the date that is ninety (90) days after the effective date of, a Company-initiated registration that is approved by the board of directors of the General Partner, provided that the Company is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date a Demand Notice is received by the Company pursuant to this Section 2(a) if the General Partner determines that the Company’s compliance with its obligations under this Agreement would be detrimental to the Company because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Company or otherwise have a material adverse effect on the Company, (y) require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Company postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Company and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the date on which the SEC declares registration. (vi) The Company may include in any such Demand Registration Statement effectiveother Company Securities 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 Company Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), as then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such period may registration before any Company Securities proposed to be extended pursuant sold for the account of the Company or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Section 3.14(a)(2)(B). The time period for which Agreement, the Company shall effect any Demand Registration on Form S-3 (except if the Company is required not then eligible to maintain register for resale the effectiveness Registrable Securities on Form S-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 S-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 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. (viii) Without limiting Section 3, in connection with any Demand Registration Statement pursuant to and in accordance with this Section 2(a), the Company shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be extended by required in any jurisdiction where, as a result thereof, the aggregate number Company would become subject to general service of days process or to taxation or qualification to do business in such jurisdiction solely as a result of all suspension periods pursuant registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to Section 3.14(d) occurring with respect apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), 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 be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. C. (x) The Company shall be entitled use commercially reasonable efforts to suspend become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the use Commission and meeting the other requirements of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d)Exchange Act. D. For (xi) Whenever an Underwritten Offering has been initiated, each Holder participating in such Underwritten Offering shall, if applicable, cause such Registrable Securities to be redeemed or exchanged for Class A Shares in accordance with the avoidance terms of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until HESM Agreement before or substantially concurrently with the Effectiveness Deadlinesale of such Registrable Securities.

Demand Registration. A. Each of the Anchor Investors (a) The Holders shall have the right, following the Effective Date, by written notice (the “a "Demand Notice”") given to the CompanyHLI, to request, at any time and from time request HLI to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorHolders; provided, however, that the aggregate number of Registrable Securities requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least 5,000,000. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), HLI shall promptly notify the all other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Holders of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) them the opportunity to include Registrable Securities held by such Anchor Investor them in the proposed registration by submitting its their own Demand Notice. The Company, within 45 days of In the date on which the Company receives event that such earlier Demand Notice, shall file with the SEC, Registration involves an underwritten offering and the Company shall thereafter use its best efforts to cause managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), included in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of such offering that the total number of Registrable Securities specified by the Holders to be included in such Demand Notice offering exceeds the amount that can be sold in (a “Demand Registration Statement”). If or during the Anchor Investors registering time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities intend to distribute any be sold), then the amount of Registrable Securities to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Securities to be registered by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate each such distribution, including the actions required pursuant to Section 3.14(c)Holder. The managing underwriters in any such distribution Holders as a group shall be mutually acceptable entitled to (i) unlimited Demand Registrations prior to the Trigger Date and (ii) three Demand Registrations following the Trigger Date, less any Demand Registrations effected prior to the Trigger Date, each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(25.01(a) continuously unless any Demand Registration does not become effective and usable or is not maintained for the resale a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares by such Demand Registration Statement effectivehave been sold pursuant thereto), as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for in which case the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall Holders will be entitled to suspend the use of any effective an additional Demand Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d)pursuant hereto. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, If at any time and from time the Shelf Registration Statement pursuant to time during such periods when Section 4.01 is not available for the resale of the Registrable Securities, including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Statement, the Company shall use reasonable best efforts to (as promptly (and as reasonably practicable and, in any event event, within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, 60 days in the case of a Registration Statement on Form S-1) following the written request of ▇▇▇▇▇▇ for Registration under the Securities Act of all or part of Jacobs’ Registrable Securities (a “Demand Notice from CapGenRequest”), file a Registration Statement with the SEC (a “Demand Registration Statement”) with respect to resales of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days pursuant to ▇▇▇▇▇▇’ intended method of the date on which the Company receives such earlier Demand Notice, shall file with the SECdistribution thereof, and shall, subject to the Company shall thereafter terms of this Article IV, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as promptly as practicable, a registration statement ▇▇▇▇▇▇ or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on the an appropriate form under the Securities Act for the registration and sale as type of offering contemplated by ▇▇▇▇▇▇. Each Demand Request shall be selected by specify the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities to be Registered, their aggregate amount, and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which thereof. ▇▇▇▇▇▇ agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by an underwritten offering), the Company to ensure that the Demand Registration Statement complies with the requirements of the total number Securities Act, including any financial statements or other information of Registrable Securities specified the SpinCo Business relating to any date or any period ending on or prior to the Merger Closing Date to the extent required to be included or incorporated by the Holders reference in such Demand Notice (a “any Demand Registration Statement”)Statement and not already in the possession of the Company. If Notwithstanding anything in this Agreement to the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringcontrary, they shall promptly so advise the Company and the Company shall take all reasonable steps only be obligated to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each file and cause up to three Demand Registration Statement filed Statements to be declared effective under the Securities Act pursuant to this Section 3.14(a)(24.02. (b) continuously The Company shall be deemed to have effected a Demand Registration for purposes of this Section 4.02, Section 4.03(a) and Section 4.04(a) if the Demand Registration Statement becomes effective by the SEC and usable for remains effective until the resale earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered thereby by such Registration Statement have been Sold or withdrawn in accordance with this Section 4.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for the underwriter or underwriters, a period Prospectus is required by law to be delivered in connection with Sales of one hundred eighty Registrable Securities by an underwriter or dealer (180the applicable period, the “Demand Period”); provided that (i) days from if, during the date on which Demand Period, such Registration or the successful completion of the relevant Sale is prevented by any stop order, injunction or other order or requirement of the SEC declares such or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement Period shall be extended on a day-for-day basis by the aggregate number of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of all suspension periods Section 4.03(a) and Section 4.04(a) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with any Underwritten Offering pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statementare not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by ▇▇▇▇▇▇. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of selected by the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offeringSecurities. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by (a) Upon written notice (the “Demand Notice”) given to the Company, to request, provided at any time and after the date hereof from time to time during such periods when a Shelf Registration Statement any Holder of Registrable Securities requesting that Nabisco effect the registration under the Securities Act of any or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in Holder, which notice shall specify the proposed registration by submitting its own Demand Notice. The Companyintended method or methods of disposition of such Registrable Securities, within 45 days of the date on which the Company receives such earlier Demand Notice, Nabisco shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for effect the registration under the Securities Act and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering applicable state securities laws of such Registrable Securities and CapGen (if CapGen is registering Registrable Securities), for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Nabisco is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if Nabisco shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Nabisco (adopted by the affirmative vote of a majority of the directors not designated by the Holdings Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Nabisco's reasonable control of any required financial statements, or any other event or condition of similar significance to Nabisco) be significantly disadvantageous (a "Disadvantageous Condition") to Nabisco for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Nabisco shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Nabisco shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall promptly discontinue use of the prospectus contained in such registration statement and, if so directed by Nabisco, each such Holder will deliver to Nabisco all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition; (ii) after any Holdings Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights under this Section 3.01 on not more than three occasions (it being acknowledged that prior to any Holdings Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Holdings Transferees and their Affiliates (other than Holdings Entities)) may exercise such rights); and (iii) the Holders of Registrable Securities shall not have the right to exercise registration rights pursuant to this Section 3.01 in any six-month period following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights provided in this Section 3.01. (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder of Registrable Securities pursuant to this Section 3.01 shall not be deemed to have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is 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 a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (which may be iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities. (c) In the event that any registration pursuant to this Section 3.01 shall involve, in whole or in part, an underwritten offering), the Holders of a majority of the total Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 3.01, such Holders may select one counsel to represent all such Holders. (d) Nabisco shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, Nabisco and any existing or former directors, officers or employees of the Nabisco Entities) in any registration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a copy to Nabisco) by a nationally recognized investment banking firm selected by such Holders (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted. The Holders with respect to the Registrable Securities to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. If the number of Registrable Securities specified requested to be included in a registration statement by the Holders thereof exceeds the number which, in the good faith view of such Demand Notice (a “Demand Registration Statement”). If investment banking firm, can be sold, the Anchor Investors registering number shall be allocated pro rata among the requesting Holders on the basis of the relative number of Registrable Securities intend to distribute then held by each such Holder (provided that any Registrable Securities by means number in excess of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the a Holder's request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which reallocated among the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth remaining requesting Holders in Section 3.14(da like manner). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, at At any time and from time to time during on or following the Plan Effective Date, any Holder or group of Holders may request in writing (“Demand Registration Request”) that the Company effect the registration of all or part of such periods when a Shelf Registration Statement Holder’s or Shelf Registration Statements covering all of the Anchor InvestorsHolders’ Registrable Securities is or are not existing and effective, that with the Company register Commission under and in accordance with the provisions of the Securities Act all Act. The Company will file a Registration Statement covering such Holder’s or any portion Holders’ Registrable Securities requested to be registered, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request, provided that (i) the number of Registrable Securities requested to be registered on such Registration Statement is at least fifteen percent (15%) of the Initial Registrable Securities Number, or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 million; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3 if: (A) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offering and sale of the Registrable Securities designated requested to be registered; (B) a Registration Statement shall have previously been initially declared effective by the Commission within the ninety (90) days preceding the date such Anchor Investor. Upon receipt Demand Registration Request is made; or (C) the number of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor Registration Requests previously made pursuant to this Section 3.14, 3(a) shall be three or more; provided that a Demand Registration Request shall not be considered made for purposes of this clause (C) unless the Company requested Registration Statement has been declared effective by the Commission for at least 75% of the amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall promptly specify (i) the then-current name and in any event within ten (10) Business Days from the date of receipt address of such Demand Notice)Holder or Holders, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGenii) the opportunity to include aggregate number of Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause requested to be declared effective as promptly as practicableregistered, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of iii) the total number of Registrable Securities specified then beneficially owned by such Holder or Holders and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company shall be eligible to use Form S-3 or another appropriate form, the Holder or Holders making such request may specify that the registration be in the form of a Shelf Registration Statement. (c) The Company may satisfy its obligations under Section 3(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Holders Company under the Securities Act, so that such amended registration statement will permit the disposition (in such Demand Notice (accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a “Demand Registration Statement”)demand for registration has been properly made under Section 3(b) hereof. If the Anchor Investors registering Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 3(a) hereof; provided that the date such registration statement is amended pursuant to this Section 3(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 3(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities intend and shall, subject to distribute the provisions of Section 4(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use its commercially reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 3 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission: (A) in the case of a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to such Registration Statement, but in no event later than ninety (90) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, the earlier of (x) three (3) years following the Effective Date of the Shelf Registration Statement; and (y) the date that all the remaining securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by means of an underwritten offeringproviding a written notice to the Company. If, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any preceding sentence, the entire Demand Registration Statement mayRequest is revoked, then, at the request option of the Holder or Holders submitting who revoke such request, either (i) such Holder or Holders shall reimburse the Demand NoticeCompany for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses. or (ii) the requested registration that has been revoked will be a “shelf” registration pursuant deemed to Rule 415, if availablehave been effected for purposes of Section 3(a)(C). B. The Company shall use reasonable best efforts to keep each Demand (g) If a Registration Statement filed pursuant to this Section 3.14(a)(23 is a Shelf Registration Statement, then upon the request of one or more Holders, and subject to Section 4(e) continuously effective and usable for hereof, the resale Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner described in this Agreement, provided that either (i) the number of Registrable Securities included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number or (ii) the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may requested to be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended sold by the Holders in such “takedown” shall have an anticipated aggregate number offering price (before deducting underwriting discounts and commission) of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statementat least $100 million. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) Any Holder(s) of Registrable Securities (the Anchor Investors “Initiating Holder”) shall have the right, by written notice (the “Demand Notice”) given right to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, request that the Company register under and in accordance with the provisions file a Registration Statement, on behalf of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investoritself or, in the case of a Demand Notice from CapGen) any member of the receipt Shareholder Group, on behalf of such Demand Notice and allow such any other Anchor Investor (member of the Shareholder Group, with the SEC on the appropriate registration form for all or each Anchor Investor, in part of the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in Initiating Holder, by delivering a written request thereof to the proposed registration by submitting its own Company specifying the number of shares of Registrable Securities such Initiating Holder wishes to register (a “Demand NoticeRegistration”); provided, however, that the anticipated aggregate number of Company Ordinary Shares subject to such Demand Registration exceeds 2% of the total issued and outstanding Company Shares. The CompanyCompany shall (i) within five (5) Business Days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECrequest, and the Company shall thereafter (iii) use its reasonable best efforts to cause the Registration Statement to be declared become effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in respect of each Demand Registration in accordance with the intended method or methods of distribution set forth in the written request delivered by the Initiating Holder; provided, however, that the Company shall not be required to cause such Registration Statement to become effective prior to the Listing Date. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the five (which may be 5) Business Days immediately following the receipt by an underwritten offering)the Holder(s) of such notice from the Company, of a request for inclusion in the total number Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities specified for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form F-4 in the case of an Exchange Offer or a Shelf Registration Statement, and the Company shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of six (6) Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 3.08); provided that the Holder(s) may not make more than two (2) Demand Registration requests in any 365-day period. (c) The Company shall be deemed to have effected a Registration for purposes of this Section 2.01 if 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) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if the Company is satisfying a request for a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by the Company. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holders in are unable to complete an offering as a result of such Demand Notice stop order, injunction or other order or requirement of the SEC or other Governmental Entity. (d) With respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if the Company shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would require the public disclosure of material nonpublic information concerning any transaction or negotiations involving the Company or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations (a “Disadvantageous Condition”), the Company may, for the shortest period reasonably practicable, and in any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, the Company shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration Statement”)for which the Company has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. In connection with the Company’s Registration obligation under this Section 2.01 and Section 2.03, Section 2.04 and Section 2.05, the Company shall not impose, in any 365-day period, Blackout Periods more than twice, and any such Blackout Periods may not last, in the aggregate, in excess of 90 calendar days during such 365-day period. If the Anchor Investors registering Company declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to the Company withdraw the related Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be made under Section 2.01(b) and (ii) the Holders shall not be responsible for any of the Company’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities intend shall be in the form of an Underwritten Offering or an Exchange Offer, and the Company shall include such information in the written notice to distribute any the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer; provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to the Company. (f) If the managing underwriter or underwriters of a proposed Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the Holders participating in such Registration, with a copy of such writing provided to the Company, that, in its or their opinion, the number of securities requested to be included in such Registration exceeds the number that can be Sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the number of Registrable Securities each Holder has requested to be included in such Registration; provided, that the Initiating Holder may notify the Company in writing that the Registration Statement shall be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement. In the event the Initiating Holder notifies the Company that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and the Company shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten offeringhas not been limited in accordance with the first sentence of this Section 2.01(f), they shall promptly so advise the Company and the holders of Company shall take all reasonable steps to facilitate such distributionShares or, including if the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each include securities other than Company Shares, the holders of securities of the Anchor Investors and CapGen if CapGen is also registering same class of those securities included in the Registrable Securities Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such underwritten offering. Any Demand Registration Statement mayif the underwriter(s) so agree and to the extent that, at in the request opinion of such underwriter(s), the Holders submitting inclusion of such additional amount will not adversely affect the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale offering of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares included in such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration StatementRegistration. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by (a) Upon written notice (the a “Demand Notice”) given on one occasion by Holders owning a majority of the then outstanding Registrable Securities on or after the date that is 120 days after the date of this Agreement, the Company shall file a registration statement covering the sale or distribution by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of a majority of the Registrable Securities from time to time, of all of the Registrable Securities requested to be registered in the Demand Notice 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 registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Demand Shelf Registration”) within 30 days after the date of the Demand Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event within 90 days after the date such Shelf Registration is filed. (b) Once declared effective, the Company shall, subject to Section 9(j), use its reasonable best efforts to cause the Demand Shelf Registration to be continuously effective until the earlier of (i) such time as there are no longer any Registrable Securities or (ii) such as all Registrable Securities can be resold without restriction as to volume in any and all three month periods under Rule 144 (the “Effectiveness Period”). (c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within 30 days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to request, at any time and be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time during by Holders thereof of all securities that are Registrable Securities as of the time of such periods when filing. If a Subsequent Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is 90 days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration. (e) If a person becomes a Holder of Registrable Securities after the Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”), and in any event within ten 15 days after such date: (10i) Business Days from the date of receipt of such Demand Notice)if required and permitted by applicable law, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECCommission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Commission so that such Holder is named as a selling securityholder in a Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that if a post-effective amendment is required by the rules and regulations of the Commission in order to permit resales by such Holder, the Company shall thereafter not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period; (ii) if, pursuant to Section 5(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration, the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared become effective under the Securities Act as promptly as is reasonably practicable, a registration statement on the appropriate form for the registration and sale as shall be selected but in any event by the date that is 60 days after the date such post-effective amendment is required by this Section 5(e) to be filed; and (iii) the Company and shall notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above. (f) If a Demand Notice delivered in accordance with Section 5(a) specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to administer the offering; provided, however, that such managing underwriter or underwriters shall be reasonably acceptable to the Anchor Investors registering Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. (g) Notwithstanding any other provision of this Section 5, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Shelf Registration and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and CapGen such other securities to be included in such underwritten Shelf Registration shall be allocated, (if CapGen is registering Registrable Securitiesi) first, up to the total number of securities the Holders have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such offering), (ii) second, and only if all the Registrable Securities referred to in clause (i) have been included, up to the total number of securities that the holders of piggyback registration rights have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such Shelf Registration) and (iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company and other holders have proposed to include in such Shelf Registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of shares in accordance with the intended method above provisions, the Company or methods the managing underwriters may round the number of distribution (which may be by an underwritten offering), shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the total number terms of Registrable Securities specified any such underwriting, such Holder may elect to withdraw therefrom by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend written notice to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate managing underwriter or underwriters. Any securities excluded or withdrawn from such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution underwriting shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in withdrawn from such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration. B. The Company shall use reasonable best efforts (h) In the event any Holder requests to keep each Demand participate in a Shelf Registration Statement filed pursuant to this Section 3.14(a)(25 in connection with a distribution of Registrable Securities to its partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder. (i) continuously effective and usable for The Investors shall have the resale right to have any registration initiated by them under Section 5(a) terminated or withdrawn prior to the effectiveness thereof; provided, however, that the Investors shall pay all Selling Expenses incurred by them in connection therewith and, unless such termination or withdrawal was effected by the Investors primarily as a result of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from Company taking, or failing to take, any action that would be reasonably expected to cause the date on which the SEC declares Investors to effect such Demand Registration Statement effective, as such period may be extended pursuant to termination or withdrawal under this Section 3.14(a)(2)(B5(i). The time period for which , shall promptly reimburse to the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended Expenses incurred by the aggregate number of days of all suspension periods Company in connection therewith. If the Investors cause a registration to be terminated or withdrawn in accordance with this Section 5(i), they shall again be entitled to exercise their demand rights pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d5(a). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each During the Effectiveness Period and after the filing and effectiveness of the Anchor Investors Initial Registration Statement and any Follow-On Registration Statement covering all of the Initial Registrable Securities, Investor shall have the right, by right to provide the Company with written notice (the each a “Demand Notice”) given requiring the Company to the Company, to request, at any time and from time to time during such periods when a Shelf file an Additional Registration Statement or Shelf Registration Statements covering all such number of the Anchor Investors’ Additional Registrable Securities is or are not existing and effective, that the Company register under and as Investor requests in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a subject to Section 2(b)(2) (the “shelf” registration pursuant Demand Registrable Securities”), as follows: (i) if Investor has sold all of the Initial Registrable Securities, Investor shall have the right to Rule 415, if available. B. The require the Company shall use reasonable best efforts to keep each Demand prepare and file an Additional Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for covering the resale of the Demand Registrable Securities covered thereby for a period of one hundred eighty within sixty (18060) days from of (i) the effective date of the Initial Registration Statement, or any Follow-On Registration Statement, or (ii) the date on which of the SEC declares such Demand Notice, whichever is later. (ii) if Investor has not sold all of the Initial Registrable Securities, Investor shall have the right to require the Company to prepare and file an Additional Registration Statement effectivecovering the resale of the Demand Registrable Securities within ninety (90) days of (i) the effective date of the Initial Registration Statement, as such period may be extended or any Follow-On Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iii) if Investor has sold all of the Demand Registrable Securities registered pursuant to this Section 3.14(a)(2)(B). The time period for which an Additional Registration Statement, Investor shall have the right to require the Company is required to maintain the effectiveness of any Demand prepare and file an Additional Registration Statement shall be extended by covering the aggregate number resale of additional Demand Registrable Securities within sixty (60) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iv) if Investor has not sold all suspension periods of the Demand Registrable Securities registered pursuant to Section 3.14(d) occurring with respect to such Demand an Additional Registration Statement. C. The , Investor shall have the right to require the Company shall be entitled to suspend the use of any effective prepare and file an Additional Registration Statement under this Section 3.14(a)(2covering the resale of additional Demand Registrable Securities within ninety (90) under days of (i) the circumstances set forth in Section 3.14(d)effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of (a) If at any time the Anchor Investors Company shall have the right, by receive a written notice request (the a “Demand Notice”) given to from the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, Majority Holders that the Company register effect the registration under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, specified in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration StatementRegistration”). If , specifying the Anchor Investors registering information set forth under Section 2.4(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.1, the registration under the Securities Act of the Registrable Securities intend for which the Majority Holders have requested registration under this Section 2.1, all to distribute any the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. (b) At any time prior to the effective date of the registration statement relating to such registration, the Majority Holders may revoke such Demand Registration request by means of providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If a Demand Registration is an underwritten offeringprimary registration on behalf of the Company, they shall promptly so and the managing underwriters advise the Company and in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall take all reasonable steps will include in such registration (i) first, the number of shares of Common Stock the Company proposes to facilitate sell in such distributionregistration; and (ii) second, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering number of Registrable Securities and shall requested to be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities included in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for 2, pro rata among the resale respective holders of such Common Stock or Registrable Securities on the basis of the number of shares requested to be included in such registration. If a Demand Registration is an underwritten secondary registration on behalf of holders of Common Stock who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will include in such registration (A) first, the number of Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares requested to be included in such Demand Registration Statement effective, as such period may be extended registration pursuant to this Section 3.14(a)(2)(B2, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration; and (B) second, the number of shares of Common Stock the Company proposes to sell in such registration. (d) Upon notice to the Majority Holders, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed). The time period for , if (i) the Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is required to maintain in possession of material non-public information the effectiveness disclosure of any Demand Registration Statement shall be extended by which during the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to period specified in such Demand Registration Statement. C. The Company shall be entitled to suspend notice the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth Board believes in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall good faith would not be exercisable until in the Effectiveness Deadlinebest interests of the Company.

Demand Registration. A. Each of the Anchor Investors (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Investor’s Registrable Securities is or are not existing and effective, that the Company register register, under and in accordance with the provisions of the Securities Act Act, all or any portion of the Registrable Securities designated by such Anchor the Investor. Upon receipt of a Demand Notice pursuant to from the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.143.13(a)(ii), the Company shall promptly (and in any event within ten thirty (1030) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall ) file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors Investor registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Investor registering Registrable Securities intend intends to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c3.13(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor the Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(23.13(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B3.13(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d3.13(d) occurring with respect to such Demand Registration Statement. C. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(23.13(a)(ii) under the circumstances set forth in Section 3.14(d3.13(d). D. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.14(a)(23.13(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to from any Holder at any time after the corresponding provisions of 180th day after the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Closing Date, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as practicable, reasonably practicable a registration statement on under the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen Act (if CapGen is registering Registrable Securities)each, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable providing for the resale of the Registrable Securities covered thereby identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for a period the resale of one hundred eighty the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (180i) days from six months following such Registration Statement’s effective date and (ii) the date on which the SEC declares all Registrable Securities covered by such Demand Registration Statement effective, as have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such period may be extended Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to this Section 3.14(a)(2)(B)a Registration Statement in an Underwritten Offering, the Company shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The time period for which Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Company is required and take all reasonable actions as are requested by the managing underwriters to maintain facilitate the effectiveness Underwritten Offering and sale of any Demand Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be extended by reduced on a Pro Rata basis to the aggregate number amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter; provided such notice is delivered prior to the launch of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration StatementUnderwritten Offering. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each At any time following the last day of the Anchor Investors shall have Initial Restricted Period (“Initial Restriction Expiration Date”), any Holder or Holders holding an aggregate of not less than 50% of the rightthen outstanding Registrable Securities (“Initial Holders”) may request, by written notice (the a “Demand NoticeDemand”) given to ETE, specifying the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by desired to be sold (which shall not be less than 10% of the Holders Registrable Securities, and which may not exceed the limits set forth in such Demand Notice Section 3.01 during the Final Restricted Period), that ETE prepare and file a registration statement under the Securities Act (a “Demand Registration Statement”) to permit the public resale of Registrable Securities either (a) in an Underwritten Offering or (b) from time to time as permitted by Rule 415 under the Securities Act (either, a “Demand Registration”). If Promptly upon receipt of a Demand, ETE shall give written notice thereof to all other Holders. All such Holders who notify ETE in writing within fifteen (15) days after the Anchor Investors registering Registrable Securities intend date of such notice that they desire to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering include Registrable Securities in such underwritten offering. Any the Demand Registration Statement may, at shall be permitted to do so. ETE shall use its commercially reasonable efforts to cause a Demand Registration Statement to become effective no later than 180 days after the request date of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand. A Demand Registration Statement filed pursuant to this Section 3.14(a)(22.01(a) shall be on such appropriate registration form of the Commission as shall be selected by ETE; provided, however, that if a prospectus or a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Demand Registration Statement and the Managing Underwriter selected by the Selling Holders at any time shall notify ETE in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, ETE shall use its commercially reasonable efforts to include such information in such a prospectus or prospectus supplement. In the case of a shelf registration, ETE will cause a Demand Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective and usable for under the resale of the Securities Act until all Registrable Securities covered thereby for a period of one hundred eighty (180) days from by the date on which Demand Registration Statement have been distributed in the SEC declares manner set forth and as contemplated in the Demand Registration Statement or there are no longer any Registrable Securities outstanding covered by such Demand Registration Statement (the “Effectiveness Period”). The Demand Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and will 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. As soon as practicable following the date a Demand Registration Statement becomes effective, as but in any event within two Business Days after such period may be extended date, ETE shall provide the Selling Holders with written notice thereof. ETE is obligated to effect only three (3) Demand Registrations pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement2.01. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of (a) As soon as possible after the Anchor Investors date hereof, the Company shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when file a Shelf Registration Statement or Shelf Registration Statements with the SEC covering the resale of all of the Anchor Investors’ Registrable Securities is or are not existing and effective, Securities. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. In the event that the Company is unable to register for resale under and in accordance with the provisions Rule 415 all of the Registrable Securities Act all or any on the Registration Statement that it has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s interpretation of Rule 415, then the Company shall be obligated to include in such Registration Statement (as withdrawn and refiled if necessary to comply with Rule 415) only such limited portion of the Registrable Securities designated by such Anchor Investoras the SEC shall permit. Upon receipt Any exclusion of a Demand Notice pursuant Registrable Securities shall be made pro rata among the Holders in proportion to the corresponding provisions number of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in Holders. Any request for acceleration of the proposed registration by submitting its own Demand NoticeRegistration Statement shall seek effectiveness at 5:00 p.m., New York time, or as soon thereafter as practicable. The CompanyCompany shall notify the Holders by facsimile or e-mail as soon as promptly practicable, within 45 days of and in any event, prior to 9:00 a.m., New York time, on the date on which the Company receives such earlier Demand Noticeday after any Registration Statement is declared effective, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective SEC under Rule 424 a final prospectus as promptly as practicable, a registration statement and in any event, prior to 9:00 a.m., New York time, on the appropriate form for day after any Registration Statement is declared effective. (b) The Company shall prepare, and, as soon as practicable but in no event later than the registration and sale as shall be selected by Additional Filing Deadline, file with the Company and as shall be reasonably acceptable to SEC an Additional Registration Statement on Form S-1 (or Form S-3, if applicable) covering the Anchor Investors registering resale of all of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), not previously registered in accordance with a Registration Statement or a preceding Additional Registration Statement as the intended method or methods of distribution (which case may be by an underwritten offering), of be. To the total number of extent the SEC does not permit the aforesaid Registrable Securities specified by the Holders in such Demand Notice (a “Demand to be registered on an Additional Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps file Additional Registration Statements successively trying to facilitate register on each such distribution, including Additional Registration Statement the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering maximum number of remaining Registrable Securities and shall be mutually acceptable to each until the resale of the Anchor Investors and CapGen if CapGen is also registering remaining Registrable Securities in such underwritten offeringhave been registered with the SEC. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use its commercially reasonable best efforts to keep have each Demand Additional Registration Statement filed declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:00 a.m. New York time on the business day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. (c) If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the Fully Diluted Shares Outstanding for each 30-day period or pro rata for any portion thereof following the Filing Deadline or Additional Filing Deadline for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) business days after the SEC shall have informed the Company that there will be no further comments on the Registration Statement, or the Additional Registration Statement, as the case may be, (ii) the Effective Deadline or (iii) an Additional Effectiveness Deadline (either (i), (ii) or (iii) shall be deemed the ?Effectiveness Deadline?), the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the Fully Diluted Shares Outstanding for each 30-day period or pro rata for any portion thereof following the Effectiveness Deadline for which no Registration Statement is declared effective with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Such issuance shall constitute the Holders exclusive remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such issuance shall be made to each Holder via delivery of a Common Stock certificate within five (5) business days of such event. (d) Notwithstanding the provisions of this Section 3.14(a)(2) continuously effective and usable 2.1, in no event shall the Company be liable for liquidated damages in the event that the Company is unable to register for resale all of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from on the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant that it has agreed to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods file pursuant to Section 3.14(d2(a) occurring with respect due to limits imposed by the SEC?s interpretation of Rule 415 provided, however, in such Demand Registration Statement. C. The event, the Company shall be entitled to suspend the use timely file and obtain effectiveness of any effective an Additional Registration Statement under this pursuant to the provisions of Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d2(b). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to requestIf a Purchaser is unable, at any time and from time following the six-month holding period provided in Rule 144, to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ sell its Registrable Securities is or are not existing and effectivepursuant to Rule 144, such Purchaser may demand, in writing, that the Company register under prepare and in accordance file with the provisions Commission a “Shelf” Registration Statement covering the resale of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of (or the maximum lesser amount as the Commission allows) for an offering to be made on a Demand Notice continuous basis pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Rule 415. Thereupon, the Company shall as expeditiously as practicable, and in any event on or prior to the Filing Date, use all commercially reasonable efforts to effect the registration on the Registration Statement of all Registrable Securities which the Company has been requested to so register. The Registration Statement 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 registration shall be on another appropriate form in accordance herewith as the Purchasers may consent) and shall contain (except if otherwise directed by the Purchasers) the “Plan of Distribution” substantially in the form attached hereto as Exhibit C. (b) The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the fifth anniversary of the Effective Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold publicly or may be sold pursuant to Rule 144 (“Effectiveness Period”). (c) The Company shall notify each Purchaser in writing promptly (and in any event within ten (10one Trading Day) Business Days after receiving notification from the date of receipt of such Demand Notice)Commission that the Registration Statement has been declared effective. (d) As promptly as possible, notify and in any event no later than the other Anchor Investor (or each Anchor InvestorPost-Effective Amendment Filing Deadline, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall prepare and file with the SEC, and the Commission a Post-Effective Amendment. The Company shall thereafter use its best efforts to cause the Post-Effective Amendment to be declared effective by the Commission as promptly as practicablepossible after the filing thereof, a registration statement but in any event prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline. The Company shall notify each Purchaser in writing promptly (and in any event within one business day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (e) Upon the occurrence of any Event (as defined below) and on every monthly anniversary thereof until the appropriate form applicable Event is cured, as partial relief for the registration and sale as shall be selected damages suffered therefrom by the Company and as Purchasers (which remedy shall not be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securitiesexclusive of any other remedies available under this Agreement, at law or in equity), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps pay to facilitate each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the greater of (i) the aggregate purchase price paid by such distributionPurchaser hereunder and (ii) the Market Value of the Shares then outstanding for the first month and 1.0% for each month such event exists or until there are no Registrable Securities issued and outstanding (whichever is earlier), including the actions required pursuant to Section 3.14(c)prorated for any partial month. The managing underwriters in any such distribution payments to which a Purchaser shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed entitled pursuant to this Section 3.14(a)(26.1(e) continuously effective and usable for are referred to herein as “Event Payments”. Any Event Payment may, with the resale prior written consent of the Purchaser receiving such Event Payment, be paid by the Company in Common Stock in lieu of cash (in such number of shares as is equal to the nearest whole number obtained by dividing the dollar value of the Event Payment to be made by the Closing Price on the day such Event Payment is made). Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement is not filed on or prior to the Filing Date or is not declared effective on or prior to the Required Effectiveness Date unless such occurrence is caused by the breach of Purchasers’ obligation to cooperate with the Company; (ii) a Post-Effective Amendment is not filed on or prior to the Post-Effective Amendment Filing Deadline or is not declared effective on or prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline; (iii) after the Effective Date, the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) ceases to be effective or is suspended for five or more Trading Days (whether or not consecutive) during the Effectiveness Period (for any reason other than the requirement of the Company to file a Post-Effective Amendment and for such Post-Effective Amendment to be declared effective), except as otherwise permitted by this Agreement; (iv) after the Effective Date, any Registrable Securities covered thereby by such Registration Statement are not listed on an Eligible Market; (v) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of one hundred eighty three Trading Days (180which need not be consecutive Trading Days), other than pursuant to Section 6.1(f); (vi) days from the date Company fails for any reason (other than any Purchaser's actions or omissions to act) to deliver a certificate evidencing any Securities to a Purchaser within three Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise rights of the Purchasers pursuant to the Transaction Documents are otherwise suspended for any reason; or (vii) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Warrants or, at any time following the Effective Date, any Shares or Underlying Shares are not listed on an Eligible Market. (f) Following the Effective Date, if (i) there is material non-public information regarding the Company which the SEC declares such Demand Registration Statement effectiveCompany's Board of Directors (the “Board”) determines, as such period may in its good faith judgment in reliance on the advice of counsel, not to be extended pursuant in the Company’s best interest to this Section 3.14(a)(2)(B). The time period for disclose and which the Company is not otherwise required to maintain disclose, or (ii) there is a significant business opportunity (including, but not limited to, the effectiveness acquisition or disposition of significant assets (other than in the ordinary course of business) or any Demand Registration Statement shall be extended by merger, consolidation, tender offer or other similar transaction) available to the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring Company that would require disclosure under the Exchange Act and with respect to which the Board has determined in its good faith judgment in reliance on the advice of counsel that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s ability to consummate such Demand Registration Statement. C. The transaction in a timely fashion or require the Company shall to disclose material, non-public information prior to such time as it would be entitled required to suspend be disclosed, then the Company may by notice in writing to each holder of Registrable Securities to which a Prospectus relates, require such holder to suspend, for up to 30 days (the “Suspension Period”), the use of any effective Prospectus included in a Registration Statement filed with the Commission pursuant to this Agreement; provided that the Company may not postpone, delay or suspend its obligation under this Section 3.14(a)(26.1(f) more than 2 times in any twelve-month period and in no event for more than 45 days in any twelve-month period. (g) The Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the circumstances set forth in Section 3.14(d)Securities Act of any of its equity securities. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, at At any time and from time to time during such periods when after the date hereof, Oaktree may make a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register written demand for registration under and in accordance with the provisions of the Securities Act of all or any portion part of the their Registrable Securities designated by such Anchor Investor. Upon receipt (a “Demand Registration”); any Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (each stockholder making a Demand Notice pursuant Registration is referred to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14herein individually as a “Demanding Stockholder” and, collectively, the Company shall promptly (“Demanding Stockholders”). As soon as practicable, and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of 60 days after the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investorrequest, in the case Company shall use its reasonable best efforts to file a Registration Statement to effect the registration under the Securities Act of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts has been requested to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected register by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)Demanding Stockholders. If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Each Registration Statement may, prepared at the request of the Holders submitting the Demand Noticea Demanding Stockholder shall be effected on such form as reasonably requested by such Demanding Stockholder, be including by a “shelf” registration that permits sales on a continuous or delayed basis pursuant to Rule 415415 under the Securities Act on Form S-3 (a “Shelf Registration”) if so requested by such Demanding Stockholder and the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, such Shelf Registration will be one that is automatically effective upon filing. (b) If the Demanding Stockholders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, the Demanding Stockholders shall so advise the Company as a part of their demand made pursuant to Section 2.1(a). The Underwriter or Underwriters will be selected by Oaktree. Oaktree shall (together with the Company as provided in Section 2.3(e)) enter into an underwriting agreement, in usual and customary form and reasonably acceptable to Oaktree, with the Underwriter or Underwriters of such offering. (c) Notwithstanding any other provision of this Section 2.1, if availablethe Underwriter advises the Company in writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, then the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and shall allocate the number of Registrable Securities to be underwritten among all Stockholders who have indicated an intention to participate in the underwriting pro rata in accordance with the number of Registrable Securities that each such Stockholder has requested to be included in such Registration, regardless of the number of Registrable Securities held by each such Stockholder (such proportion is referred to herein as “Pro Rata”). B. The (d) Notwithstanding the other provisions of this Agreement, if the Company shall furnish to the Demanding Stockholders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, either (i) the filing, initial effectiveness or continued use of a registration statement would be seriously detrimental to the Company and its stockholders for such registration statement and it is therefore essential to delay the filing or initial effectiveness of, or suspend the use of, such registration statement, or (ii) the filing or initial effectiveness of a Demand Registration, or the continued use of any Registration, at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such a certificate signed by the Chief Executive Officer of the Company to the Stockholders otherwise participating in such Registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such registration statement for the shortest possible period of time determined in good faith by the Board to be necessary for such purpose. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a registration statement pursuant to this Section 2.1(d) for a period in excess of 90 days, or (B) exercise its rights under this Section 2.1(d) more than once in any 12 month period. In the event the Company exercises its rights under this Section 2.1(d), Oaktree agrees to suspend, immediately upon its receipt of notice referred to above, its use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. (e) Notwithstanding the other provisions of this Section 2.1, the Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.1 during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Registration subject to Section 2.2 hereof (including a Registration pursuant to this Section 2.1); provided that the Company is actively employing in good faith its reasonable best efforts to keep each Demand cause such registration statement to become effective. (f) Demanding Stockholders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which with the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration. Subject to compliance with the other provisions of this Agreement, the Company (whether on its own determination or as the result of a withdrawal by the Demanding Stockholders) may withdraw a Registration Statement pursuant to a Demand Registration at any time prior to the effectiveness of the Registration Statement. C. The . Notwithstanding any such withdrawal, the Company shall be entitled to suspend pay all expenses incurred by the use holders of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth Registrable Securities as provided in Section 3.14(d)2.5. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (i) If (i) a Shelf Registration Statement has not been filed in accordance with Section 2(a) registering the offer and sale of such Registrable Securities as required in accordance with Section 2(a) or (ii) following the effectiveness of the Anchor Investors Shelf Registration Statement contemplated by Section 2(a), the Company thereafter ceases to have an effective Shelf Registration Statement registering the offer and sale of all Registrable Securities during the Shelf Period (other than during any Suspension Period), subject to the terms and conditions of this Agreement, at any time after the expiration of the Lock‑Up Period, any Investor Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms 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 request, at any time and from time to time during such periods when Rule 415 on 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 timing and method 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(b)(ii) (A) represent at least 5% of the total outstanding Common Shares or (B) have an aggregate value of at least $50 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statements Statement, within three 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 offer and resale the Registrable Securities on Form S‑3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(b), file a Registration Statement in accordance with the terms and conditions of, and the intended timing and method of disposition described in, 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 after receipt of notice of the applicable Demand Notice given by the Company pursuant to this Section 2(b)(ii)). Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of such Demand Notice, and shall not disclose or use the information contained in such notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become, as soon as reasonably practicable after the filing thereof (but no later than five Business Days after the date the Company is notified by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review), and remain continuously, effective under the Securities Act until the earlier of (A) 180 days (or the expiration of the Shelf Period if a Shelf Registration Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided 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 60 days after the closing of any Requested Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method of disposition thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b)(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(b)(iii) if, as a result of Section 2(b)(v), there is included in the Demand Registration less than the lesser of (x) Registrable Securities Act of the Initiating Holder having a VWAP measured on the Effective Date of the applicable Registration Statement of $50 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 the its Registrable Securities designated included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice to the Company setting forth the number of Registrable Securities that the Holder intends to withdraw from such Anchor InvestorDemand Registration. Upon receipt of written notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or written notice from a Demand Notice pursuant Holder to the corresponding provisions effect that the Holder is withdrawing an amount of its Registrable Securities such that the CapGen Investment Agreement or from an Anchor Investor pursuant remaining amount of Registrable Securities to this Section 3.14be included in the Demand Registration is below the Minimum Amount, the Company shall promptly 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(b)(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 (including the reasonable and documented fees and expenses of the Company’s counsel) 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 the occurrence of a Suspension Period or Blackout Period. (v) The Company may include in any event within ten (10) Business Days from the date of receipt of such Demand NoticeRegistration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(b)(v) and Section 2(e)(iii), notify the other Anchor Investor . (or each Anchor Investor, in vi) In the case of a Demand Notice from CapGen) Registration not being underwritten, if the applicable Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included in such registration exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the receipt of securities offered or the market for the securities offered, the Company shall include in such Demand Notice and allow such other Anchor Investor (or each Anchor InvestorRegistration only that number of securities that, in the case reasonable opinion of a such 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 Notice from CapGenRegistration 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, to the opportunity Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration following the allocation provided in clauses (A) and (B) above, to any other holders of Company Securities entitled to participate in such Demand Registration, if applicable, based on the relative number of Company Securities such holder is entitled to include Registrable Securities held by in such Anchor Investor Demand Registration. (vii) Subject to the limitations contained in the proposed registration by submitting its own Demand Notice. The Companythis Agreement, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition as reasonably 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 total number Demand Registration for any offering and selling of Registrable Securities specified shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S‑3 (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 shall amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(b), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary or advisable to register or qualify the Registrable Securities subject to such Demand Registration, including under the securities laws of such jurisdictions as any Investor Holder shall reasonably request; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of such registration and (2) such forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting Company shall amend or supplement such Registration Statement as may be necessary in order to enable the Demand Notice, be a “shelf” registration transferee of such Registrable Securities to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post‑effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from each other Holder for whom Registrable Securities covered thereby for a period of one hundred eighty have been registered on (180but not yet sold under) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of (a) Following the Anchor Investors shall have the rightLock-up Release Date, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time the Shelf Registration Statement pursuant to time during such periods when Section 6.01 is not available for the resale of the Registrable Securities, including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Statement, the Company shall use reasonable best efforts to (as promptly (and as reasonably practicable and, in any event event, within ten (10i) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, 45 days in the case of a Demand Notice from CapGenRegistration Statement on Form S-3 or (ii) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, 60 days in the case of a Demand Notice from CapGenRegistration Statement on Form S-1) following the opportunity to include written request of Sponsor Stockholder for Registration under the Securities Act of all or part of the Registrable Securities held by such Anchor Investor in (a “Demand Request”), file a Registration Statement with the proposed registration by submitting its own SEC (a “Demand Notice. The Company, within 45 days Registration Statement”) with respect to resales of the date on which the Company receives such earlier Demand Notice, shall file with the SECRegistrable Securities pursuant to Sponsor Stockholder’s intended method of distribution thereof, and shall, subject to the Company shall thereafter terms of this Article VI, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as promptly as practicableSponsor Stockholder or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on (A) Form S-3, a registration statement on if the Company is then S-3 Eligible, or (B) any other appropriate form under the Securities Act for the registration and sale as shall be selected type of offering contemplated by Sponsor Stockholder, if the Company and as is not then S-3 Eligible. Each Demand Request shall be reasonably acceptable to specify the Anchor Investors registering Registrable Securities to be Registered, their aggregate amount, and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which thereof. Sponsor Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by an underwritten offering), the Company to ensure that the Demand Registration Statement complies with the requirements of the total number of Registrable Securities specified by Act. Notwithstanding anything in this Agreement to the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringcontrary, they shall promptly so advise the Company and the Company shall take all reasonable steps only be obligated to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each file and cause up to three Demand Registration Statement filed Statements to be declared effective under the Securities Act within any 365-day period pursuant to this Section 3.14(a)(26.02. (b) continuously The Company shall be deemed to have effected a Demand Registration for purposes of this Section 6.02, Section 6.03(a) and Section 6.04(a) if the Demand Registration Statement becomes effective by the SEC and usable for remains effective until the resale earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered thereby by such Registration Statement have been sold or withdrawn in accordance with this Section 6.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for the underwriter or underwriters, a period Prospectus is required by law to be delivered in connection with sales of one hundred eighty Registrable Securities by an underwriter or dealer (180the applicable period, the “Demand Period” ); provided that (i) days from if, during the date on which Demand Period, such Registration or the successful completion of the relevant sale is prevented by any stop order, injunction or other order or requirement of the SEC declares such or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement Period shall be extended on a day-for-day basis by the aggregate number of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of all suspension periods Section 6.03(a) and Section 6.04(a) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with any Underwritten Offering pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statementare not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by Sponsor Stockholder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (i) At any time after the expiration of the Anchor Investors Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms 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 request, at any time and from time Rule 415 pursuant to time during such periods when 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 Sponsoring Holder and its Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company 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. 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, or Shelf (B) a subsequent Demand Registration Statements pursuant to a Demand Notice if a Registration Statement covering all of the Anchor Investors’ Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities Act 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 the its Registrable Securities designated by included in a Demand Registration from such Anchor InvestorDemand 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 Notice pursuant Registration or a notice from a Holder to the corresponding provisions effect that the Holder is withdrawing an amount of its Registrable Shares such that the CapGen Investment Agreement or from an Anchor Investor pursuant remaining amount of Registrable Shares to this Section 3.14be included in the Demand Registration is below the Minimum Amount, the Company shall promptly 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 event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the Registration other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Company Securities held by such Anchor Investor in the proposed registration by submitting for sale for its own Demand Notice. The Companyaccount or for the account of any other Person, within 45 days of subject to Section 3(c)(iii). (vi) Subject to the date on which the Company receives such earlier Demand Noticelimitations contained in this Agreement, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Anchor Investors registering disposition of the Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering)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 total number Demand Registration for any offering and selling of Registrable Securities specified 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. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. B. The such Registration Statement; provided that in no event shall the Company shall use reasonable best efforts be required to keep each Demand file a post-effective amendment to the Registration Statement filed pursuant to this Section 3.14(a)(2unless (A) continuously effective and usable for such Registration Statement includes only Registrable Securities held by the resale 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 covered thereby for a period of one hundred eighty have been registered on (180but not yet sold under) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each If at any time after the Market Stand-Off Period Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. desire to effect the registration on Form S-3 or other applicable form under the 1933 Act of any of the Anchor Investors shall have the rightShares owned by them or any of their Affiliates (“Registrable Shares”), by they may make one (1) written notice request (the “Demand NoticeRequest”) given that Aradigm effect such registration; provided that such request is made no earlier than (i) sixty (60) days prior to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all expiration of the Anchor Investors’ Market Stand-Off Period or (ii) sixty (60) days prior to the expiration of any “lock-up” period required of Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. by the underwriters in connection with a public offering by Aradigm. The Demand Request will specify the number of Registrable Securities is or are not existing Shares proposed to be sold and effective, that will also specify the Company register under and in accordance with the provisions intended method of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investordisposition thereof. Upon receipt of a such Demand Notice pursuant Request, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates (which counsel shall be selected by Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc.) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the corresponding provisions sale of the CapGen Investment Agreement Registrable Shares, out-of-pocket expenses of Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. or from an Anchor Investor pursuant to this Section 3.14any of their Affiliates, transfer taxes or the Company shall promptly (fees and in any event within ten (10expenses of underwriter’s counsel) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice prepare and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, SEC a registration statement on Form S-3 or other applicable form (the appropriate form “Resale Registration Statement”) under the 1933 Act to provide for the registration resale by Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), their Affiliates of the total number of Registrable Securities Shares specified by in the Holders in such Demand Notice (Request. In the event Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. deliver to Aradigm a Demand Request prior to the end of a Market Stand-Off Period or a “Demand lock-up” period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement”)Statement to be effective prior to the expiration of such Market Stand-Off Period or “lock-up” period, as the case may be. If In all other cases, Aradigm will use its reasonable efforts to cause the Anchor Investors registering Registrable Securities intend Resale Registration Statement to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be filed and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each become effective as soon as reasonably practicable after receipt of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offeringDemand Request. Any Demand Registration Statement may, at Aradigm shall cause the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Resale Registration Statement filed pursuant to this Section 3.14(a)(21.4 to remain effective for no less than six (6) continuously effective and usable for months (or, if earlier, until the resale date all of the Registrable Securities Shares covered thereby for a period of one hundred eighty (180) days from by the date on which the SEC declares such Demand Resale Registration Statement effectivehave been sold); provided, as however, Aradigm may suspend the use of, or delay the effective date of, any Resale Registration Statement by giving written notice to the sellers identified therein, if Aradigm shall have determined, in its good faith reasonable judgment, that such period may suspension or delay in the effective date of the Resale Registration Statement is advisable because the filing or effectiveness of the Resale Registration Statement would be extended detrimental to Aradigm and its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other registration statements of Aradigm that register the securities of Aradigm being or to be resold by the holders thereof. Any suspension or delay in the effective date of the Resale Registration Statement by Aradigm pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement 1.4 shall be extended by for the aggregate number shortest reasonable period of days of all suspension periods pursuant to Section 3.14(dtime (but shall not exceed one hundred twenty (120) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(ddays). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given In addition to the CompanyPiggyback Registration rights set forth in the foregoing Section 2, to requestthe Principal Stockholder, may, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effectivein his sole --------- discretion, request, in writing, that Parent effect the Company register under and in accordance with the provisions registration of the Securities Act all or any such portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor as he shall specify; provided, -------- however, that only one (1) demand may be made pursuant to this Section 3.14, 3 (the Company ------- "Demand Registration"). Parent shall promptly (and give notice of such request to the ------------------- other Stockholders, who may then request, in any event writing, within ten (10) Business Days from days after the date giving of such notice by Parent to have any or all of their Registrable Securities included in the Demand Registration. Parent shall use its best efforts to file, as promptly as reasonably practicable, but in any event no later than sixty (60) days after receipt of such written request pursuant to this Section 3, a registration statement on an appropriate form permitting registration of Registrable Securities for resale by the Stockholders, including the Principal Stockholder covering all Registrable Securities that Parent has been so requested to register. A Demand NoticeRegistration effected pursuant to this Rights Agreement shall be pursuant to an Underwritten Offering if so requested by the Principal Stockholder. (b) Parent agrees to use it best efforts to keep such Registration Statement relating to the Demand Registration effective continuously for the period ending two years from the effective date of such Registration Statement. (c) In the event that Parent fails to cause the Registration Statement relating to the Demand Registration to become effective prior to the one hundred and fiftieth (150th) day after receipt of the written request pursuant to Section 3(a), notify then in addition to the other Anchor Investor Aggregate Merger Consideration, Parent ------------ shall be required to issue to the Stockholders, including the Principal Stockholder, who are selling stockholders in the Registration Statement relating to the Demand Registration, the Delay Shares, provided however that the foregoing period may be extended if the effective date of the Registration Statement is delayed (or each Anchor Investori) if Parent, in the case its reasonable judgment, determines that that registration at that time would materially adversely affect Parent by, among other things, requiring disclosure of a Demand Notice from CapGentransaction at an inopportune time, (ii) if a special audit of Parent would be required in connection with the preparation of financial statements for the Registration Statement or (iii) the Holders fail to provide information requested of them to be included or required in connection with the Registration Statement; provided further, however, that there shall be no more than one (1) such extension and that such extension shall be for a period no longer than ninety (90) days. The "Delay Shares" shall be a ------------ number of shares of Common Stock equal to four percent (4%) of the number of Registrable Shares beneficially owned by such Stockholders at the time the Demand Registration is requested for each thirty (30) day period, or part of a thirty (30) day period, beginning the one hundred and fiftieth (150th) day (or as delayed) after receipt of such Demand Notice the written request pursuant to Section 3(a) and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of ending on the date on which the Company receives such earlier Demand Notice, shall file with Commission notifies Parent that it will not review (or has no further comments on) the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable Registration Statement relating to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), Demand Registration. Parent shall amend the Registration Statement relating to the Demand Registration to include all Delay Shares issuable in accordance with the intended method or methods terms of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablethis Rights Agreement. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors (a) The Holder shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time after the Public Offering, to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act all or any a portion of the Registrable Securities designated 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], (1) subject to Section 2(b), the Company shall (i) prepare and, within 60 days after such Anchor Investorrequest, file with the (1) This figure assumes a $500 billion valuation for 1% of the Company. Upon The MS/FS Registration Rights Areement has a $20 million figure in this spot, however that figure is much more likely to be reached by them because of their greater equity stake in the Company. 5 Commission a Registration Statement relating to the offer and sale of 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 otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) use reasonable efforts to cause such Registration Statement to be declared 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, (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 good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (iv) within the 90 day period preceding the receipt by the Company of a Demand Notice Notice, 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 that any such postponement period shall not exceed 90 days in the aggregate. The Company shall advise the Holder of any such determination as promptly as practicable. (c) The Company may include in any registration requested pursuant to Section 2(a) hereof other securities for sale for its own account or for the corresponding provisions account of another Person, subject to the 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 securities 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) first, the Applicable Securities requested to be registered, (ii) second, any other Registrable Securities requested to be included in such Registration pursuant to Section 3(a) hereof and (iii) third, any other securities requested to be included in such Registration. (d) The Holder shall have the right to withdraw such request for Registration under Section 2(a) (i) prior to the 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 CapGen Investment Agreement 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 from an Anchor Investor (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 and the Holder shall be required to 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 pursuant to this Section 3.142 shall involve, in whole or in part, an underwritten offering, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (managing underwriter or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as underwriters shall be selected by the Company in good faith and as shall be reasonably acceptable satisfactory to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableHolder. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right(a) Subject to Section 5 hereof, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that any Holder shall request the Company in writing to register under and in accordance with the provisions of the Securities Act all or any portion a part of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Holder (a "Demand Notice. The CompanyRegistration"), within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best all reasonable efforts to cause to be filed and declared effective as promptly soon as practicable, reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement statement, on the such appropriate form as the Company in its discretion shall determine, providing for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering of all such Registrable Securities by such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number usable for resale of Registrable Securities specified by for so long as the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Holder whose Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they are included therein shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c)request. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts be obligated to keep each Demand Registration Statement file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 3.14(a)(22(a) continuously effective and usable for is hereinafter referred to as a "Demand Registration Statement." (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the resale of same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities covered thereby Act, 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 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 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 Securities Act. (c) The Company may postpone for a reasonable period of one hundred eighty (180) days from time, not to exceed 30 days, the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain filing or the effectiveness of any Demand Registration Statement shall be extended if the Board of Directors of the Company in good faith determines that (A) such registration might have a material adverse effect on any plan or proposal by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring Company with respect to such 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, could 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. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement. C. The Company Statement desires to sell Registrable Securities in an underwritten offering, such Holder shall be entitled have the right to suspend select any nationally recognized investment banking firm(s) to administer the use offering, subject to the ap- proval of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubtCompany, the rights provided pursuant to Section 3.14(a)(2) which approval shall not be exercisable until unreasonably withheld, and the Effectiveness DeadlineCompany 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.

Demand Registration. A. Each of (a) Subject to Section 2(e) below, the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, Majority Holders may at any time request in writing the registration of Registrable Notes under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 2(a) that satisfies the requirements set forth in Section 2(b) is referred to herein as a "Demand Registration"). Notwithstanding the foregoing, in no event shall the Issuers and the Guarantors be required to effect more than two Demand Registrations. Two or more Registration Statements filed in response to one Demand Registration request shall be counted as one Demand Registration. Each request for a Demand Registration by the Holders in respect thereof shall specify the amount of the Registrable Notes proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Issuers shall promptly take such steps as are necessary or appropriate to prepare a Registration Statement providing for the registration of the Registrable Notes to be sold. The Issuers shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration Notes held by Persons other than the Holders. Subject to their ability to issue a Blockage Notice, the Issuers and the Guarantors agree to use their best efforts to keep the Registration Statement continuously effective until 24 months from time the date such Registration Statement is declared effective by SEC or such shorter period that will terminate when all of the Registrable Notes covered by the Registration Statement have been sold pursuant to time during such periods when a Shelf the Registration Statement or Shelf otherwise cease to be Registrable Notes. The Issuers and the Guarantors further agree to supplement or amend the Registration Statements covering all of Statement if required by the Anchor Investors’ Registrable Securities is rules, regulations or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant instructions applicable to the corresponding provisions of registration form used by them for such Registration Statement or by the CapGen Investment Agreement 1933 Act or from an Anchor Investor pursuant by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of information relating to such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECHolder, and the Company shall thereafter to use its their best efforts to cause any such amendment to be declared become effective and such Registration Statement to become usable as promptly soon as thereafter practicable, a registration statement on . The Issuers and the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable Guarantors agree to furnish to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders participating in such Demand Notice Registration copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Issuers and the Guarantors shall use their best efforts to cause any such Registration Statement to become effective not later than ninety (90) days after it receives a “Demand Registration Statement”request under Section 2(a). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required A registration requested pursuant to Section 3.14(c). The managing underwriters in any such distribution 2(a) hereof shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each not count as one of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of [two] demands to which the Holders submitting are entitled thereunder unless such registration statement is declared effective and remains effective for the Demand Notice, be a “shelf” period required under Section 2(a) hereof. (c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Rule 415Section 2(a). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if available. B. The Company shall use reasonable best efforts any, relating to keep each Demand Registration Statement filed the sale or disposition of such Holder's Registrable Notes pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall (d) Without limiting the remedies available to the Holders, each of the Issuers and the Guarantors acknowledges that any failure by it to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be entitled possible to suspend measure damages for such injuries precisely and that, in the use event of any effective such failure, any Holder may obtain such relief as may be required to specifically enforce such Issuer's or Guarantor's obligations under Section 2(a) hereof. (e) Each registration in respect of a Demand Registration Statement under this Section 3.14(a)(2) under must include Registrable Notes having an aggregate principal amount of at least $1,000,000 (provided that the circumstances limitation set forth in Section 3.14(dthis clause [(i). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) ] shall not be exercisable until in effect at any time the Effectiveness DeadlineHolders' Registrable Notes are not able to be sold under Rule 144 under the Act solely because of the Issuers' or the Guarantors' failure to comply with the information requirements thereunder).

Demand Registration. A. Each of At any time commencing after the Anchor Investors Closing Date, the Purchasers shall have the right, exercisable by written notice to the Company (the “"Demand Notice”) given Registration Request"), to have the Company prepare and file with the Commission, on one occasion, at the sole expense of the Company, to requestin respect of all the Shares of Common Stock purchased under this Agreement (the "Registrable Securities"), at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing so as to permit a public offering and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion sale of the Registrable Securities designated by such Anchor InvestorSecurities. Upon receipt of a Demand Notice pursuant On or prior to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14each Filing Date, the Company shall promptly (prepare and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECCommission a "Shelf" Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or another appropriate form permitting registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (including, without limitation, public or private sales and the one or more Underwritten Offerings). The Company shall thereafter (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicablepracticable after the filing thereof, but in any event prior 120 days after the filing of such Registration Statement, and to keep such Registration Statement continuously effective under the Securities Act until the date which is five years after the date of this Agreement or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold pursuant to Rule 144 as determined by the counsel to the Company pursuant to a registration statement on written opinion letter, addressed to the appropriate Holders, to such effect (the "Effectiveness Period"); provided, however, that the Company shall not be deemed --------------------- -------- ------- to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post- effective amendment to the Registration Statement and the Commission has not declared it effective. a. If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to a Registration Statement may be effected in the form for of an Underwritten Offering. In such event, and if the registration managing underwriters advise the Company and sale as such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of Registrable Securities which can be sold in such offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters can be sold, and such amount shall be allocated pro rata among the --- ---- Holders proposing to sell Registrable Securities in such Underwritten Offering. b. If any of the Registrable Securities are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Company and as shall be reasonably acceptable to Holders of a majority of the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders included in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company offering and the Company shall take all reasonable steps to facilitate such distribution, including be advised in advance of the actions required pursuant to Section 3.14(c)identity of any underwriter and the general terms of the proposed offering. The managing underwriters No Holder may participate in any Underwritten Offering hereunder unless such distribution shall be mutually acceptable Person (i) agrees to each Anchor Investor registering sell its Registrable Securities and shall be mutually acceptable to each of on the Anchor Investors and CapGen if CapGen is also registering Registrable Securities basis provided in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended underwriting agreements approved by the aggregate number Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) attorney, indemnities, underwriting agreements and other documents required under the circumstances set forth in Section 3.14(d)terms of such arrangements. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to requestIf, at any time and from time to time during such periods when a Shelf Registration Statement after nine months following the Initial Closing Date, Purchaser decides it may sell or Shelf Registration Statements covering all otherwise dispose of the Anchor Investors’ Registrable Securities is or are not existing and effective(as defined below), then Purchaser may deliver a written request to the Company requesting that the Company register prepare and file a registration statement under and in accordance with the provisions of the Securities Act all or any successor statute covering such Registrable Securities and specifying the intended method of the proposed disposition and the portion of the Registrable Securities designated by to be sold or disposed (each such Anchor Investorrequest shall be referred to herein as a “Demand Registration”). “Registrable Securities” shall mean shares of Common Stock issued or issuable to Purchaser under the Warrants, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided however, that Registrable Securities shall not include any shares (i) the sale of which has been and continues to be registered pursuant to the Securities Act or (ii) which may be sold without restriction (including volume restrictions) pursuant to Rule 144 under the Securities Act. 27 (b) Upon receipt of a the Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration, as expeditiously as reasonably possible, the Company shall promptly use its commercially reasonably best efforts to cause an appropriate registration statement (the “Registration Statement”) covering such Registrable Securities to be filed with the SEC and to be declared effective as soon as reasonably practicable, except in the event that the Company is advised by counsel that the filing of a Registration Statement would not be permitted under the Securities Act due to the Company’s not having current audited financial statements or other financial statements required by Regulation S-X (in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause obtain such financial statements as soon as possible). Within ten (10) business days after completion of such financial statements, the Company shall file such Registration Statement. Furthermore, if the Company shall furnish to be declared effective as promptly as practicablePurchaser 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, the immediate filing of such Registration Statement would have a material detrimental effect on the Company because either (i) a material acquisition or disposition by the Company is being negotiated or has been publicly announced or (ii) the Company intends, within thirty (30) days, to file a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)Company’s initial firm commitment underwritten public offering of equity securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps have the right to facilitate defer such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby filing for a period of one hundred eighty not more than sixty (18060) days from after receipt of the date on which the SEC declares request of Purchaser requesting such Demand Registration Statement effectiveregistration; provided, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which however, that the Company is required to maintain the effectiveness of may not utilize this right more than once in any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(dtwelve (12) occurring with respect to such Demand Registration Statement. C. month period (c) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.obligated to effect more than one (1)

Demand Registration. A. Each of the Anchor Investors (i) Selling Shareholder 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 receipt of a Demand Notice, the Company shall file a Registration Statement as promptly as practicable covering all of the Registrable Securities that Selling Shareholder 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 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) given 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 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)(iii). Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than Demand Registrations. A registration will not count as a requested registration under this Section 2(a) until the Registration Statement relating to such registration has been declared effective by the Commission and unless Selling Shareholder was able to register all the Registrable Securities requested by it to be included in such registration. (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 Selling Shareholder)(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 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 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 requestbe disclosed under applicable law, at any time and from time (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 time during such periods when a 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 Statements covering all Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register Shelf Registration Statement any Prospectus required under and in accordance with the provisions Section 10(a)(3) of the Securities Act all or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any portion facts or events arising after the effective date of the Registrable Securities designated by 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 Anchor Investor. Upon receipt of 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 Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor Registration pursuant to this Section 3.142(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 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 (and in any event within ten (10) Business Days from the date of receipt of upon determining to seek such Demand Notice)suspension, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable deliver to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number holders of Registrable Securities specified included in such registration statement, a certificate signed by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means Chief Executive Officer of an underwritten offering, they shall promptly so advise the Company and stating that the Company shall take all reasonable steps to facilitate is suspending use of such distribution, including the actions required registration statement pursuant to Section 3.14(c2(a)(iii)(D). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant basis therefor in reasonable detail and a good faith estimate as to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadlineanticipated duration of such suspension.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of beginning on the Anchor Investors’ Registrable Securities is or are not existing and effectivedate that the Company files with the SEC its Annual Report on Form 10-K for -13- US-DOCS\70827213.10 the fiscal year ended December 31, 2017, the Shareholder may request in writing (“Request”) that the Company register under and the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Shareholder or its Affiliates (a) on a Registration Statement on Form S­3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”), in each case, covering the sale or distribution of the Registrable Securities from time to time by the Shareholder, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of underwritten offering, block sale or other distribution plan designated by the Shareholder. Upon receipt of any Request, the Company shall as promptly as practicable but in any event not later than the date that is thirty (30) calendar days after receipt by the Company of such Request, in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of this Agreement, file a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file Registration Statement with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering SEC covering all such Registrable Securities), in accordance with the intended method or methods of distribution (thereof elected by the Shareholder. In the event that any such Request involves a Hedging Arrangement in which may be by an underwritten offering)the counterparty to the Shareholder uses the Shelf Registration Statement to effect short sales of Registrable Securities, the consent of the total Company shall be required in connection with such Request, such consent not to be unreasonably withheld, delayed or conditioned. The Shareholder shall be entitled to make no more than four (4) Requests in any twelve-month period and eight (8) Requests in the aggregate (it being understood that each underwritten offering under this Agreement shall count as a Request, even if such offering is conducted pursuant to a Shelf Registration Statement, unless the Shareholder withdraws its request in the circumstances described in the second sentence of Section 5.6, and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at least $50,000,000. The Company shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration. Each Request pursuant to this Section 5.1 shall be in writing and shall specify the number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall take all reasonable steps to facilitate such distributionaffect, including the actions required pursuant to Section 3.14(c). The managing underwriters in supersede or otherwise modify any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date restrictions on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances Transfer set forth in Section 3.14(d)Article 2 or any other provision of this Agreement. D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given Subject to the Companyterms and conditions of this Agreement, to requestincluding Section 2(d), if at any time and following the Closing Date, the Company receives a written request from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, applicable IRA Investor that the Company register under and in accordance with the provisions of the Securities Act all or any portion Registrable Securities representing at least 20% of the Registrable Securities designated held by Cargill, U.S. Bounti, ▇▇. ▇▇▇▇▇▇ or their respective Permitted Holders, then the Company shall file, as promptly as reasonably practicable but no later than the Filing Deadline, a Registration Statement under the Securities Act covering all Registrable Securities that such Anchor InvestorIRA Investor requests to be registered. Upon receipt If Form S-3 is not then available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form such as Form S-1 and (ii) undertake to 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 effect until such time as a Demand Notice Registration Statement on Form S-3 or covering the Registrable Securities has been declared effective by the SEC. (b) If any IRA Investor intends to distribute the Registrable Securities covered by their request by means of an underwriting, (i) such IRA Investor shall so advise the Company as a part of its request made pursuant to Section 3(a) and (ii) the corresponding provisions of IRA Investor shall have the CapGen Investment Agreement or from an Anchor Investor right to appoint the book-running, managing and other underwriter(s) after consultation with the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 3.143: (i) after the Company has effected three registrations pursuant to this Section 3, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 7(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 applicable IRA Investors determine in good faith to withdraw (prior to 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 Effectiveness Deadline. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the IRA Investors, the Company shall promptly may delay the filing and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any Registration Statement filed pursuant to this Section 3 for up to ninety (and 90) days in the aggregate in any event within 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 8(a) or Section 7(j) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 3(d) and (ii) no Suspension Period may overlap with any redemption pursuant to the Certificate of Designations through the date that is thirty (30) Business Days following any such redemption; and (2) upon notice to the IRA Investors, the Company may delay the filing 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 IRA Investors and their respective Permitted Holders are afforded the opportunity to include Registrable Securities in such registered offering in accordance with Section 4 and (iii) the right to delay or suspend the effectiveness or availability of such Registration Statement pursuant to this 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. If the Company shall delay any filing pursuant to this Section 3(d) for more than ten (10) Business Days, the applicable IRA Investors may withdraw the demand therefor at any time after such ten (10) Business Days from the date of receipt of so long as such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity delay is then continuing by providing written notice to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives to such earlier Demand Notice, shall file with the SECeffect, and the any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 3, including Section 3(c). (e) The Company shall thereafter use its reasonable best efforts to cause have each Registration Statement filed pursuant to this Section 3 declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of such Registration Statement, if the SEC notifies the Company that it will “review” the Registration Statement and (b) the fifth Business Day after the applicable Effectiveness Deadline, and in any event, will notify the IRA Investors via email within twenty-four (24) hours after any Registration Statement is declared effective and shall simultaneously provide the IRA Investors with access to a copy of any related Prospectus to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), used in accordance connection with the intended method sale or methods of distribution (which may be by an underwritten offering), other disposition of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)securities covered thereby. If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand the Registration Statement filed continuously effective pursuant to this Section 3.14(a)(2) continuously effective Rule 415 promulgated under the Securities Act and usable available for the resale by the IRA Investors of all of the Registrable Securities covered thereby for a period at all times until the earliest to occur of one hundred eighty the following events: (180i) days from the date on which the IRA Investors shall have resold all the Registrable Securities covered thereby by the applicable Registration Statement; and (ii) the date on which the Registrable Securities may be resold by the IRA Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent for the Common Stock and the affected IRA Investors. The Company will prepare and file with the SEC declares such Demand any amendments, post-effective amendments or supplements to the Registration Statement effectiveor any related prospectus, as such period applicable, that, (a) may be extended necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act and the Exchange Act with respect to the sale of all of the Registrable Securities covered thereby, or (b) in the reasonable opinion of the IRA Investors and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by the IRA Investors. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall each not contain any 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, in light of the circumstances in which they were made, not misleading. (f) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 3.14(a)(2)(B). The time period for which 3 advises the Company is required and the IRA Investors in writing that, in its good faith judgment, the number of Registrable Securities requested to maintain be included in such offering exceeds the effectiveness number of any Demand Registration Statement Registrable Securities which can be sold in such offering at a price acceptable to the IRA Investors, then the number of Registrable Securities so requested to be included in such offering shall be extended by the aggregate reduced to that number of days shares which, in the good faith judgment of all suspension periods pursuant to Section 3.14(d) occurring with respect to the managing underwriter, can be sold in such Demand Registration Statementoffering at such price. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, at At any time and from time to time during such periods when a after the Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities referred to in Section 1 is or are not existing and effective, that the Investor may notify the Company register under and that it intends to offer or cause to be offered in accordance with the provisions of the Securities Act an underwritten public offering all or any portion of its Registrable Securities, provided that the Registrable Securities designated by aggregate proceeds expected to be received from the sale of securities requested to be included in such Anchor Investorregistration must equal or exceed $15,000,000. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly deliver notice of such request to all holders of Registrable Securities (other than the Investor) who shall then have twenty (20) days to notify the Company in writing of their desire to be included in such registration. The Company shall state such in the written notice and in such event the right of any event Person to participate in such registration 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 reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than three times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ten ninety (1090) Business Days from days after the effective date of receipt 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 pursuant to Section 3 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided however, that the Investor may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and the Investor may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or the Investor may request that the Company file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a). (b) If the managing underwriter of such Demand Noticeoffering referred to in this Section 2 determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities or Lender Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) securities to be registered by the Company pursuant to such registration statement, (iv) Registrable Securities of the Investor and holders of Lender Registrable Securities who did not make the original request for registration and, if necessary, (v) Registrable Securities of the Investor who requested such registration pursuant to Section 2(a). If there is a reduction of the number of Registrable Securities and Lender Registrable Securities pursuant to clause (iv), notify such reduction shall be made on a pro rata basis (based upon the other Anchor Investor (or each Anchor Investor, in the case aggregate number of a Demand Notice from CapGen) of the receipt of such Demand Notice Registrable Securities and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Lender Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Noticeholders). The Company, within 45 days If there is a reduction of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by pursuant to clause (v), such reduction shall be made on a pro rata basis (based upon the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering aggregate number of Registrable Securities intend held by such holders). (c) With respect to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required a request for registration pursuant to Section 3.14(c2(a), the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed). The managing underwriters in Company may not cause any such distribution shall be mutually acceptable other registration of securities for sale for its own account (other than a registration effected solely to each Anchor Investor registering Registrable Securities and shall be mutually acceptable implement an employee benefit plan or a transaction to each which Rule 145 of the Anchor Investors and CapGen if CapGen Securities Act is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at applicable) to become effective within one hundred twenty (120) days following the request effective date of the Holders submitting the Demand Notice, be a “shelf” any registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed required pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement2. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each of the Anchor Investors (a) The Holders shall have the right, following the Effective Date, by written notice (the “a "Demand Notice”") given to the CompanyIBC, to request, at any time and from time request IBC to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorHolders; provided, however, that the aggregate number of Registrable Securities requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least 1,000,000. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), IBC shall promptly notify the all other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Holders of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) them the opportunity to include Registrable Securities held by such Anchor Investor them in the proposed registration by submitting its their own Demand Notice. In the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise the Holders in writing of Registrable Securities to be included in such offering so that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the amount of Registrable Securities to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Securities to be registered by each such Holder. The CompanyHolders as a group shall be entitled to (i) unlimited Demand Registrations prior to the Trigger Date and (ii) three Demand Registrations following the Trigger Date, within each pursuant to this Section 5.01(a). If any Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the Registrable Securities covered by such Demand Registration have been sold pursuant thereto), such Demand Registration shall be disregarded and deemed not to have been made. (b) Within 45 days of the date on which the Company IBC receives such earlier a Demand NoticeNotice from Holders in accordance with Section 5.01(a), IBC shall file with the SECCommission, and the Company IBC shall thereafter use its best efforts to cause to be declared effective as promptly as practicableeffective, a registration statement Registration Statement on the 35 30 appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)sale, in accordance with the intended method or methods of distribution (which may be by an underwritten offering)distribution, of the total number of Registrable Securities specified by the Holders in such Demand Notice Notice, which may include a "shelf" registration (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration "Shelf Registration") pursuant to Rule 415, if available415 promulgated under the Securities Act (a "Demand Registration"). B. The Company (c) IBC shall use commercially reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) 5.01 continuously effective and usable for the resale of the Registrable Securities covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of one hundred eighty (180) 120 days from the date on which the SEC Commission declares such Demand Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of 180 days from the date on which the Commission declares such Registration Statement effective, in either case (x) until all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement and (y) as such period may be extended pursuant to this Section 3.14(a)(2)(B5.01. (d) IBC shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by IBC pursuant to this Section 5.01, or suspend the use of any effective Registration Statement under this Section 5.01, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if the Chairman of the Board of Directors of IBC determines that in such person's reasonable judgment and good faith the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving IBC or any of its Subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a reference to this Section 5.01(d) and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive twelve-month period shall not exceed the difference between (x) 120 days and (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive twelve-month period, and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or 36 31 Interruption Period and the commencement of the immediately succeeding Delay Period. If IBC shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to IBC within 45 days after receipt of the notice of postponement and, if earlier, before the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Section 5.01). The time period for which the Company IBC is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period". IBC shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of IBC, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with IBC's policies from time to time in effect, prohibit purchases and sales in the open market by senior executives and certain other employees of IBC. (e) IBC shall not include any securities that are not Registrable Securities in any Registration Statement filed pursuant to Section 3.14(d) occurring with respect to 5.01 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Demand Registration Statement. C. The Company shall (f) Holders of a majority in number of the Registrable Securities to be entitled to suspend the use of any effective included in a Registration Statement under pursuant to this Section 3.14(a)(2) under 5.01 may, at any time prior to the circumstances set forth effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to IBC revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse IBC for all its out-of-pocket expenses incurred in Section 3.14(d). D. For the avoidance preparation, filing and processing of doubtthe Registration Statement; provided, the rights provided pursuant however, that, if such revocation was based on IBC's failure to Section 3.14(a)(2) comply in any 37 32 material respect with its obligations hereunder, such reimbursement shall not be exercisable until the Effectiveness Deadlinerequired.

Demand Registration. A. Each of (a) To the Anchor Investors extent that no Primary Registration Statement or Shelf Registration Statement registering all Registrable Securities which are held by ICGI Holdings or its members or which are then eligible to be issued upon an Exchange is effective, ICGH LLC shall have the right, by right at any time on or following the fourteen (14) month anniversary of the IPO to deliver a written notice request to the Company (the a “Demand Notice”) given to requiring that it effect the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register registration under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Anchor Investorspecified in the Demand Notice provided that the Demand Notice covers the registration of Registrable Securities with estimated aggregate gross proceeds in excess of $[ ] million (a “Demand Registration”) and specifies the intended method of disposition of the Registrable Securities subject of the Demand Notice. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in any event within ten (10) Business Days from the date of receipt of such Demand NoticeSection 2.2(d), notify the other Anchor Investor registration under the Securities Act of the Registrable Securities for which ICGH LLC has requested registration under this Section 2.2, (or each Anchor Investor, in the case such larger number of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and ICGH LLC as the Company shall thereafter use determine in its best efforts discretion to cause to be declared effective as promptly as practicableinclude in such Demand Registration), a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable all to the Anchor Investors registering Registrable Securities and CapGen extent necessary to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), thereof as aforesaid) of the total Registrable Securities so to be registered. For so long as no Primary Registration Statement or Shelf Registration Statement registering all Registrable Securities which are held by ICGI Holdings or its members or which are then eligible to be issued upon an Exchange is effective, ICGH LLC shall be entitled to an unlimited number of Demand Registrations pursuant to this Section 2.2; provided, that (i) the Company shall not be obligated to effect more than one demand registration during any six-month period, and (ii) the Company shall not be obligated to effect a Demand Registration in the event that a Piggyback Registration (as defined below) had been available to ICGH LLC and consummated within the 90 days preceding the date of the Demand Notice. (b) At any time prior to the effective date of the registration statement relating to such registration, ICGH LLC may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If a Demand Registration or a Takedown involves a Public Offering and the managing underwriter advises the Company and ICGH LLC that, in its view, the number of Registrable Securities specified by requested to be included in such registration exceeds the Holders largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration a number of Registrable Securities equal to the Maximum Offering Size, in the following order of priority: (i) first, all Registrable Securities requested to be registered in such Demand Notice Registration or Takedown, allocated, if necessary for the offering to not exceed the Maximum Offering Size, pro rata among the members of ICGI Holdings (including members participating in a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to a Piggyback Registration described in Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each 2.3) on the basis of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request relative number of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale shares of the Registrable Securities covered thereby requested to be included in such registration; and (ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for the account of any other persons, with such priorities among them as the Company shall determine. (d) Upon notice to ICGH LLC, on one occasion, pursuant to Section 2.1(a), Section 2.1(b) or this Section 2.2(d),during any period of six consecutive months for a period reasonable time specified in the notice but not exceeding an aggregate of one hundred eighty 120 days (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may not be extended pursuant to this Section 3.14(a)(2)(Bor renewed). The time period for , the Company may postpone effecting a registration if (i) the Company shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is required to maintain in possession of material non-public information the effectiveness disclosure of any Demand Registration Statement shall be extended by which during the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to period specified in such Demand Registration Statement. C. The notice the Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth believes in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall good faith would not be exercisable until in the Effectiveness Deadlinebest interests of the Company.

Demand Registration. A. Each of (a) If the Anchor Investors Company shall have the right, by receive a written notice request (the a “Demand NoticeRequest”) given to from the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, Farids Group that the Company register file a registration statement under and in accordance with the provisions of the Securities Act covering the registration of all or any a portion of the Registrable Securities designated owned by such Anchor Investor. Upon the Farids Group, then the Company shall, subject to the limitations of this Section 6.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities in accordance with the intended method of distribution thereof that the Farids Group requests to be registered, subject to the provisions of Section 6.1(c); provided, however, that any Eligible Resale Registration Statement shall be filed within 90 days following receipt of a such Demand Notice pursuant Request and any Resale Shelf Registration Statement shall be filed within 30 days following receipt of such Demand Request, as applicable. The Farids Group shall have the right to make two (2) Demand Requests on or after the corresponding provisions date that is the second anniversary of the CapGen Investment Agreement or from date of this Agreement; provided, that the Farids Group shall not make more than one (1) Demand Request within any six-month period. (b) If the Farids Group intends to distribute the Registrable Securities covered by its request by means of an Anchor Investor underwritten public offering, it shall so advise the Company as a part of their request made pursuant to this Section 3.14, 6.1. The Farids Group shall have the Company shall promptly (right to select the investment bank or banks and managers to administer any offering made in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of connection with a Demand Notice from CapGen) of Request, including the receipt of lead managing underwriter; provided that such Demand Notice and allow such other Anchor Investor (investment banks or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as managers shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (Company; provided, further, that if CapGen is registering Registrable Securities)the Farids Group declines to exercise such right, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps select the investment bank or banks and managers to facilitate administer the offering, but the Farids Group shall continue to have such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed right pursuant to this Section 3.14(a)(26.1(b) continuously effective and usable for in any subsequent underwritten public offering. (c) Notwithstanding anything herein to the resale of contrary, the Company shall not be obligated to (i) effect a registration pursuant to Section 6.1 unless the Registrable Securities covered thereby requested to be registered by the Farids Group, together with all other shares of Common Stock requested to be registered by any other holder of piggyback registration rights (each, an “Other Piggyback Holder”) pursuant to any agreement containing similar registration rights as those contained in this Article VI (such other shares, the “Other Registrable Securities”), are reasonably expected to result in aggregate gross cash proceeds in excess of (x) in the case of a Resale Shelf Registration Statement, three (3) million dollars ($3,000,000) and (y) in the case of any other form of registration statement, one (1) million dollars ($1,000,000) or (ii) prepare, file, effect or maintain a shelf registration statement on Form S-3 (or any successor to Form S-3) or any similar shelf registration statement (other than a Resale Shelf Registration Statement) under the Securities Act for a period the purposes of one hundred eighty (180) days from the date on which the SEC declares such compliance with any Demand Registration Statement effective, as such period may be extended Right pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement6.1. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. A. Each (a) As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default, but in no event later than thirty (30) days following receipt of such demand, the Anchor Investors Partnership shall have file with the right, by written notice Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities (the “Demand NoticeShelf Registration Statement”) given ), including the prospectus to be used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the Shelf Registration Statement unless the Administrative Agent consents in writing. The Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and to remain effective to the Companyextent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). In connection with any registration pursuant to this Section 2.1, the Partnership shall (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities subject to such registration under the securities laws of such states as any Holder shall reasonably request, at and do any time and from time all other acts and things that may reasonably be necessary or advisable to time during enable the Holders to consummate a public sale of such periods when Registrable Securities in such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by any Holder. (b) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use of any prospectus which is a part of the Shelf Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but each such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or Shelf Registration Statements covering all (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Anchor Investors’ Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions Shelf Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the CapGen Investment Agreement events described in clauses (i) or from an Anchor Investor pursuant to this Section 3.14(ii) above or the termination of such condition(s), the Company Partnership shall promptly (and in any event within ten (10A) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) provide prompt written notice of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable same to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with Administrative Agent instructing the intended method or methods of distribution (which may be by an underwritten offering), of the total number Administrative Agent that sales of Registrable Securities specified by the Holders in are permitted and (B) take such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering other actions to permit sales of Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters as contemplated in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablethis Agreement. B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.14(d) occurring with respect to such Demand Registration Statement. C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.14(a)(2) under the circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.