Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Either of the Sponsors may, at any time, make a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either At any time after the date which is 180 days after the closing of the Sponsors mayCompany's initial Public Offering, at any time, make stockholder of the Company which is a written party to this Agreement (an "Eligible Holder") may request (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation Company effect the registration under the Securities Act of all or part of its shares of Class A Common Stock (including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) for sale in the manner specified in such request. A stockholder that previously owned shares of Class B Common Stock but ceased to be a Principal Stockholder upon the conversion of its shares of Class B Common Stock to shares of Class A Common Stock shall continue to be a party to this Agreement so long as it owns any portion shares of any Class A Common Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (a "Demand Notice") to the Company, setting forth the number of shares of Class A Common Stock requested to be registered and such Demand Sellers’ Registrable Securities and specifying the Eligible Holder's intended method of disposition distribution. Within ten days after receipt of such securities. The Corporation will promptly any Demand Notice, the Company shall give written notice of such Demand Notice to all other Eligible Holders. Following receipt of such notice from the Company (the "Company Notice"), each such other Eligible Holder shall have the right to give the Company a written request to register any or all of such Eligible Holder's Class A Common Stock (including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) in the registration described in the Company Notice, provided that such written request is given within fifteen days after the date on which the Company Notice is given (with such request stating (i) the number of shares of Class A Common Stock to be so included, (ii) such other Eligible Holder's intended method of distribution of such shares and (iii) any other information that the Company Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested registration (pursuant to this Section 4.1(a) are referred to herein as "Demand Registrations." The Company shall not be required to effect a “Demand Registration”) Registration unless the aggregate number of shares of Class A Common Stock demanded to be so registered is at least 30 days one percent of the number of shares of Class A Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, then, subject to Sections 4.1(c), 4.1(e) and 4.1(f) below, the Company shall, as soon as practicable, file with the SEC and use its best efforts to cause to become effective as promptly as practicable, a Registration Statement which shall cover the shares of Class A Common Stock requested to be registered pursuant to such Demand Notice and Company Notices. (b) Once a Demand Registration has been effected, the Company shall not be obligated to register Class A Common Stock pursuant to another Demand Registration prior to the anticipated filing expiration of 180 days from the date of on which the registration statement relating to such previous Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of was declared effective; provided, however, that a registration will not count as a Demand Seller that the Corporation effect the registration Registration unless it has become effective, and such effectiveness has been maintained under the Securities Act (and not subject to any stop order, injunction or other order or requirement of all the SEC or other governmental agency or court for any reason) for the period specified in Section 4.4(a). (c) The Company may postpone for a reasonable period (not to exceed two months) after its receipt of a Demand Notice the filing of a Registration Statement for a Demand Registration if the Board reasonably believes that such Demand Registration would have a material adverse effect on any proposal or plan by the Company or any portion of its Subsidiaries to engage in any Registrable financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other significant transaction and notifies the Eligible Holders in writing of such postponement; provided however, that the Company shall have the right to so postpone a filing only one time during any period of twelve consecutive months. (d) In the event that the Demand Notice and the notices in response to the Company Notices for a Demand Registration contemplate more than one intended method of distribution by the Eligible Holders, then the Company will use its best efforts to include in the Registration Statement for such Demand Registration multiple prospectuses and/or plans of distributions covering each intended method of distribution. The Company acknowledges and agrees that an intended method of distribution of an Eligible Holder may include the registration of shares of Class A Common Stock in connection with an underwritten offering of Monetizing Securities of such Sponsor Eligible Holder or any other Sponsor Holder that such Sponsor includes its Parent. If, in such request and specifying the intended method of disposition event of such securitiesan underwritten offering of Monetizing Securities, whereupon the other Eligible Holders desire to offer their own Monetizing Securities or to sell shares of Class A Common Stock for cash as part of such Sponsor shall be deemed to be a Demand Seller on a pari passu basis underwritten offering, the Eligible Holders will negotiate in good faith, in consultation with the other Demand Sellers. Upon receiving such requestsmanaging underwriter for the offering, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all securities to the extent necessary practicable. (e) If a Demand Registration involves an underwriting of shares of Class A Common Stock for cash (or, to permit the disposition extent permitted by Section 4.1(d), an underwriting of Monetizing Securities of one or more Eligible Holders or their Parents or shares of Class A Common Stock for cash and Monetizing Securities of one or more Eligible Holders or their Parents) and the managing underwriter advises the Company and the Eligible Holders in writing that marketing factors require a limitation of the number of shares of Class A Common Stock (and/or Monetizing Securities) to be underwritten, then the managing underwriter may exclude shares (and/or Monetizing Securities) requested to be included in accordance with such Demand Registration from such underwriting. If the intended methods thereofmanaging underwriter imposes a limit on the number of shares of Class A Common Stock (and/or Monetizing Securities) to be included in such underwriting, then each Eligible Holder shall have the right to include in such underwriting up to its pro rata share (based on the ratio that the number of shares of Class A Common Stock (and/or Monetizing Securities) proposed to be sold by each Eligible Holder bears to the total numbers of shares of Class A Common Stock (and/or Monetizing Securities) proposed to be sold by all Eligible Holders who have elected to participate in the Demand Registration) of the Registrable Securities to be so registered. Promptly after maximum number of shares (and/or Monetizing Securities) permitted by the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders managing underwriter to be included in the Demand Registration (the "Maximum Amount"). (f) If, in connection with an underwriting involving the offering of shares of Class A Common Stock for cash, the other Holders and managing underwriter has not limited the number of shares of Registrable Securities Class A Common Stock (and/or Monetizing Securities) to be underwritten or if the number of shares (and/or Monetizing Securities) which the Eligible Holders have requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) mayregistered is less than the Maximum Amount, at any time prior to then the effective date Company may include shares of Class A Common Stock for its own account or for the registration statement relating to such registration, revoke such request without liability to any account of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included others in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and underwriting if the managing Underwriter for such offering advises underwriter so agrees and if the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be Class A Common Stock (and/or Monetizing Securities) which would otherwise have been included in such registration underwriting by Eligible Holders will not thereby be limited. The inclusion of such Holders); and (ii) second, all Registrable Securities to shares shall be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on same terms as the basis of the relative number offering for cash of shares of Registrable Securities requested Class A Common Stock by the Eligible Holders. In the event that the managing underwriter excludes some of the securities to be included in such registration by such other Holders). (d) The Corporation shall not registered, the securities to be required to effect any Demand Registration if sold for the Board determines in good faith that due to business or market conditions or the business or financial condition account of the Corporation it is inappropriate at such time Company and any other holders shall be excluded in their entirety prior to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in exclusion of any twelve-month period beginning on shares of Class A Common Stock (and/or Monetizing Securities) of the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationEligible Holders.

Demand Registration. (ai) Either During the Demand Registration Period, the Holders of at least 200,000 Registrable Securities (adjusted for any stock split, stock dividend, reverse stock split or similar change in the Sponsors mayCommon Stock after the date of this Agreement) shall have the option and right, at any time, make exercisable by delivering a written request notice to the Company (together 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 on Form S-1 (or any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration equivalent or successor form under the Securities Act of all Act) (or to the extent the Company is eligible to use Form S-3 or any portion equivalent or successor form or forms, on Form S-3 or any comparable or successor form) registering the offering and sale of any such Demand Sellers’ at least 200,000 Registrable Securities (adjusted for any stock split, stock dividend, reverse stock split or similar change in the Common Stock after the date of this Agreement) on the terms and specifying 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 Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holders anticipate will be included in such Holder Demand Registration and the intended method methods of disposition thereof. (ii) Within five (5) Business Days of such securities. The Corporation will promptly the receipt of the Demand Notice, the Company shall give written notice of such requested registration Demand Notice to all Holders (a “Demand Registration”other than the Initiating Holders) at least 30 and, within thirty (30) days prior thereof, shall, subject to the anticipated filing date limitations of the registration statement relating to such Demand this Section 2(a), file a Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (Statement in accordance with the intended methods thereof) 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 to be so registered. Promptly after the expiration of the 30-day period referred to that such Holders shall in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders 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 other Holders and Demand Notice given by the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested Company pursuant to this Section 5.1 2(a)(ii) 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). The Company shall not be deemed 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 one (1) year 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 effected unless sold or cease to be Registrable Securities (the registration statement relating thereto “Demand Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iiii) has Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) more than two (2) Demand Registrations during the Demand Registration Period, (B) more than one (1) Demand Registration in a calendar year, (C) a Demand Registration within one hundred eighty (180)) days of the closing of any Underwritten Offering, or (D) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and (ii) has remained remains effective for a period under the Securities Act and is sufficient to permit offers and sales of at least 90 days (or such shorter period in which all Registrable Securities of on the Holders included terms and conditions specified in such registration have actually been sold thereunder)Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (civ) If Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration involves from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a Public Offering and notice by a Selling Stockholder to the managing Underwriter for effect that the Selling Stockholder is withdrawing Registrable Securities such offering advises that the Corporation and remaining Registrable Securities are below the Holders who have requested to participate in such Public Offering, in writing, that, in its viewMinimum Amount, the number of securities requested Company shall cease all efforts to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion secure effectiveness of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)applicable Registration Statement. (dv) The Corporation Subject to the limitations contained in this Agreement, the Company shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition on such appropriate registration form of the Corporation it is inappropriate at Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders’ request for such time to undertake a Public Offeringregistration; provided, however, that if the Corporation may elect not Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act if available to the Company. If at any time a Registration Statement is effective and a Selling Stockholder provides written notice to the Company that it intends to effect registration an offering of all or part of the Registrable Securities included on such grounds only once Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right Demand Registration pursuant to and in accordance with this Section 5.1(d2(a), the Corporation Company shall effect (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 Selling Stockholders shall reasonably request; provided, however, that no such registration within one year following or qualification shall be required in any jurisdiction where, as a result thereof, the request 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 forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for registrationlisting 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 Selling Stockholders to enable the Selling Stockholders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

Demand Registration. (a) Either of If the Sponsors may, Company shall receive at any timetime after the Restriction Termination Date a request from two (2) or more Shareholders that are either Bank Shareholders or PE Shareholders, make a written request or both (together with any other Sponsor Holder that such Sponsor includes in such requesteither case, the “Demand SellersInitial Requesting Shareholders”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand SellersInitial Requesting Shareholders’ Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will promptly thereof, then the Company shall give written notice (a “Demand Notice”) of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 days prior to the anticipated filing other Shareholders, which notice shall be given not later than ten (10) Business Days following receipt by the Company of the Demand Notice. Such other Shareholders may, upon notice received by the Company no later than five Business Days after the date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request notice of a Demand Seller Registration, request that the Corporation Company also effect the registration under the Securities Act of all or any portion of any such other Shareholders’ Registrable Securities of (such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying requesting Shareholders, together with the intended method of disposition of such securitiesInitial Requesting Shareholders, whereupon such Sponsor shall be deemed referred to be a Demand Seller on a pari passu basis with herein as the other Demand Sellers“Requesting Shareholders”). Upon receiving such requestsThereafter, subject to the restrictions set forth in Section 2.04 and Section 3.01(f), the Corporation will Company shall use its commercially reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of: (i) the of all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Shareholders have requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all registration under this Section 3.01 to the extent necessary to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended methods thereofthereof as aforesaid); provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Securities (including for the benefit of any other Persons not party to this Agreement) as part of any Demand Registration; provided further that the Company shall not be obligated to effect a Demand Registration (i) unless the aggregate gross proceeds (before the deduction of any discounts or commissions) expected to be received from the sale of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The in such Demand Sellers requesting a Registration equals or exceeds $100,000,000 (the “Proceeds Threshold”), provided the Proceeds Threshold shall only apply through the fourth anniversary of the IPO Closing Date, and (ii) until after the Restriction Termination Date. (b) If any Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(a) are excluded from such Demand Registration in accordance with the restrictions set forth in Section 3.01(f), then such Requesting Shareholders may either (i) request that the Company grant a written waiver to permit such Requesting Shareholders to Transfer such excluded Registrable Securities by any means available, subject to compliance with the Securities Act and any other applicable securities or “blue sky” laws or (ii) request that the Company effect a second Demand Registration under the Securities Act to permit the disposition of such excluded Registrable Securities in a Public Offering. Thereafter, subject to the restrictions set forth in Section 2.04 and, in the case of clause (ii) of the preceding sentence, Section 3.01(f), the Company shall either (A) in its sole discretion, grant the waiver request of the Requesting Shareholders, or (B) use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(b)(ii) to the extent necessary to permit the disposition of the Registrable Securities so to be registered. If any Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(b)(ii) are excluded from such second Demand Registration in accordance with the restrictions set forth in Section 3.01(f), then such Requesting Shareholders may, subject to the restrictions set forth in Section 2.04, Transfer such excluded Registrable Securities by any means available, subject to compliance with the Securities Act and any other applicable securities or “blue sky” laws. In no event shall the Company be required to effect (A) more than one Demand Registration within each successive 12-month period beginning on the Restriction Termination Date or any anniversary thereof except as provided in Section 3.01(b)(ii), (B) a Demand Registration within a period of 90 days after the effective date of any other registration statement relating to any Demand Registration or (C) any Demand Registration if, at the time of such request, four or more Demand Registrations (excluding (x) any Demand Registrations pursuant to Section 3.01(b)(ii) or 3.02(a)(ii)(B)(2), and (y) any Demand Registrations effected (in the Company’s sole discretion) other than the one Demand Registration required pursuant to this Section 5.1(a3.01(b) maywithin each successive 12-month period beginning on the Restriction Termination Date or any anniversary thereof) have previously been effected. Notwithstanding the foregoing limit of four Demand Registrations, at if, subsequent to the fourth anniversary of the IPO Closing Date, (A) any PE Shareholder owns Common Shares equal to 100% of the number of such PE Shareholder’s Initial Ownership Common Shares and (B) the Company’s board of directors includes a member nominated by such PE Shareholder, then such PE Shareholder shall be entitled to one additional Demand Registration otherwise in accordance with the terms of Section 3.01 (provided that the Demand Notice required by Section 3.01(a) need only be sent by the Company to any other PE Shareholder that satisfies the same demand requirements as the requesting PE Shareholder), which shall not be taken into account for purposes of determining whether the limit of four Demand Registrations have been effected. In addition, if, as of the fourth anniversary of the IPO Closing Date, any Shareholder owns more than 5% of the Company’s issued and outstanding Common Shares, then such Shareholder shall be entitled to one additional Demand Registration otherwise in accordance with the terms of Section 3.01 (provided that the Demand Notice required by Section 3.01(a) need only be sent by the Company to any other Shareholder that satisfies the same demand requirements as the requesting Shareholder), which shall not be taken into account for purposes of determining whether the limit of four Demand Registrations have been effected. (c) At any time prior to the effective date of the registration statement relating to such registrationa Demand Registration request pursuant to Section 3.01(a) or Section 3.01(b)(ii), revoke such request without liability to any of a Shareholder may withdraw from the other Holders related registration by providing a written notice to the Corporation revoking Company. If sufficient Registrable Securities are so withdrawn such that the number of Registrable Securities to be included in such Demand Registration do not meet the applicable threshold(s) required for such Demand Registration pursuant to Section 3.01(a), the Company may cease all efforts to effect such Demand Registration upon such withdrawal and, upon the Company ceasing all efforts to effect registration, such Demand Registration shall be deemed revoked. Notwithstanding clause (e) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company, (ii) at the time of such withdrawal, the Shareholders shall have learned of a material adverse change in which case the condition, business, or prospects of the Company from the condition, business or prospects of the Company at the time of the related registration request and have promptly withdrawn the request after learning of such request information, or (iii) the Requesting Shareholders reimburse the Company for all Registration Expenses (other than the expenses set forth under clause (v) of the definition thereof) incurred prior to the receipt of such revocation, pro rata among such Requesting Shareholders on the basis of the number of Registrable Securities of each such Requesting Shareholder that were to be included in the revoked Demand Registration. Notwithstanding the foregoing, if a requested registration does not meet the Proceeds Threshold, such requested registration shall not be considered deemed a Demand RegistrationRegistration or a withdrawn registration and shall not be taken into account for purposes of determining the number of Demand Registrations that have been effected. (bd) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration that is effected or, in the case of any Demand Registration that is not effected, where (i) the failure of such Demand Registration to be effected arose out of the fault of the Company or (ii) the Requesting Shareholders do not elect to pay Registration Expenses in accordance with clause (iii) of the last sentence of Section 3.01(c). For the avoidance of doubt, the Requesting Shareholders shall be liable for and pay all Registration Expenses (other than the expenses set forth under clause (v) of the definition thereof) in any other circumstance in connection with any Demand Registration, and, in all circumstances in connection with any Demand Registration, shall be liable for and pay all fees and out-of-pocket expenses of the Requesting Shareholders (or the agents who manage their accounts), including, but not limited to, fees and disbursements of counsel for the Requesting Shareholders and any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities. (e) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 30 days (or such shorter period in which all Registrable Securities of the Holders Requesting Shareholders included in such registration have actually been sold thereunder). (cf) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder all Requesting Shareholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Shareholders on the basis of the relative number of shares of Registrable Securities requested to be included in held by each such registration by such HoldersShareholder); and (ii) second, all Registrable Securities any securities proposed to be included in such registration registered by the Company (including for the benefit of any other Holder (allocatedPersons not party to this Agreement, if necessary not to cause an Adverse Effect on with such priorities among them as the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included Company shall determine in such registration by such other Holdersits sole discretion). (dg) The Corporation shall not be required Upon notice to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or Requesting Shareholders, the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d3.01 on two occasions during any period of twelve consecutive months for a time period specified in the notice but not exceeding 120 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if (i) the Corporation shall effect Company determines that effecting the registration could materially and adversely affect an offering of securities of the Company or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration within one year following notice the request for registrationCompany reasonably believes would not be in the best interests of the Company.

Demand Registration. (a) Either If at any time prior to the fifth anniversary of the Sponsors may, at any time, make date of consummation of the Company’s initial public offering the Company shall receive a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersNotice”) from the Demand Committee that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ the Registrable Securities and specifying specified in the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration Demand Notice (a “Demand Registration”) at least 30 days prior ), specifying the information set forth under Section 2.7(i), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join restrictions in the request of a Demand Seller that the Corporation effect Section 2.4, the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by for which the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) Committee has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as specified) of such Registrable Securities. If the Demand Committee elects to effect a Demand Registration, the provisions of Section 2.5(a) with respect to the notices required and the determination of the number of Piggyback Registrable Securities to be so registered. Promptly after included in a Piggyback Registration shall apply mutatis mutandis to such Demand Registration, but the expiration inclusion of the 30-day period referred such Registrable Securities pursuant to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to 2.2 shall be included in treated as part of the Demand Registration of the other Holders and the not as a Piggyback Registration hereunder. (b) The Demand Committee may request an unlimited number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, Registrations at any time prior to the effective fifth anniversary of the date of the registration statement relating to such registration, revoke such request without liability to any consummation of the other Holders by providing a written notice Company’s initial public offering, subject to the Corporation revoking such request, limitations set forth in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder)2.4. (c) Subject to the availability of Form S-3 or any successor registration form to effect a Demand Registration, at the request of the Demand Committee, any Demand Registration shall be a shelf registration effected in accordance with Rule 415 under the Securities Act or any successor or similar rule (a “Shelf Registration”). (d) At any time, the Demand Committee 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, whether or not so revoked. (e) At the request of the Demand Committee, the Demand Registration shall involve an Underwritten Public Offering. If a Demand Registration involves a an Underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Demand Committee that, in its view, the number of securities requested to be included in such registration, or the type of Registrable Securities and other securities requested to be included in such registration (including, in each case, shares exceeds the largest number of Registrable Securities requested to Class A Shares that can be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an sold without having a material adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Demand Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatDemand Registration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Demand Offering Size: (i) first, all Registrable Securities requested to be included registered in such registration the Demand Registration by the Demand Sellers Committee and any Continuing Shareholder all Required Third-Party Piggyback Securities (allocatedallocated as between the Covered Persons that have elected to participate in such Demand Registration in the aggregate and the holders of Required Third-Party Piggyback Securities in the aggregate on a Pro Rata Basis, and further allocated among the Covered Persons participating in such Demand Registration on a pro rata basis based on their respective Proposed Participation Amount, in each case, as and if necessary to ensure that the offering does not to cause an Adverse Effect on exceed the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such HoldersMaximum Demand Offering Size); and (ii) second, all Registrable Securities any securities proposed to be included in such registration registered by the Company or any securities proposed to be registered for the account of any other Holder (allocatedpersons, if necessary not to cause an Adverse Effect on with such priorities among them as the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)Company shall determine. (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either of If the Sponsors may, at any time, make Company shall receive a written request by the CSH Shareholders (together with any other Sponsor Holder that such Sponsor includes in such requestrequesting Person, the “Demand Sellers”a "Selling Shareholder") that the Corporation Company effect the registration under the Securities Act of all or any a portion of any such Demand Sellers’ Selling Shareholder's Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (a “"Demand Registration”") at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇▇▇▇ Shareholders, and thereupon will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand SellersSelling Shareholders, then held by the Selling Shareholders; and (ii) all other Registrable Securities of the same type as that to which the request by the Selling Shareholders relates which any other ▇▇▇▇▇▇▇▇▇▇▇ Shareholder, any ▇▇▇▇▇ Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration or any Servidio Shareholder (all such Shareholders, together with the Demand SellersSelling Shareholders, the “"Holders”") has requested the Corporation Company to register by written request received by the Corporation Company within 30 10 days (one of which shall be a Business Day) after the receipt by such Holders of such written notice given by the Corporation; Company, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect more than five Demand Registrations for the CSH Shareholders; and provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Common Stock requested to be included in such Demand Registration, in the reasonable opinion of CSH exercised in good faith, equals or exceeds $7,500,000. In no event will the Company be required to effect more than one Demand Registration within any four-month period. (b) Promptly after the expiration of the 3010-day period referred to in paragraph (iiSection 5.01(a)(ii) of this Section 5.1(a)hereof, the Corporation Company will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers Selling Shareholders requesting a registration under this Section 5.1(a5.01(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request request, without liability to any of the other Holders Holders, by providing a written notice to the Corporation Company revoking such request, in which case such request, so revoked, shall be considered a Demand Registration unless such revocation arose out of the fault of the Company or unless the participating Shareholders reimburse the Company for all costs incurred by the Company in connection with such registration, in which case such request shall not be considered a Demand Registration. (bc) The Company will pay all Registration Expenses in connection with any Demand Registration. (d) A registration requested pursuant to this Section 5.1 5.01 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period all of at least 90 days (or such shorter period in which all the Registrable Securities registered thereunder have been sold; provided that if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Holders included in SEC or other governmental agency or court such registration will be deemed not to have actually been sold thereunder)effected. (ce) If a Demand Registration involves a an Underwritten Public Offering and the managing Underwriter for such offering advises underwriter shall advise the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Selling Shareholders that, in its view, (i) the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, including any securities which the Company proposes to be included which are not Registrable Securities) or (ii) the inclusion of some or all of the shares of Registrable Securities requested to be included owned by the Demand Sellers and Holders, in any such case, exceeds the largest number of shares of Registrable Securities requested to which can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an “Adverse Effect”the "Maximum Offering Size"), the Corporation Company will include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (iA) first, all Registrable Securities requested to be included in such registration registered by the parties requesting such Demand Sellers Registration and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration registration); and (B) second, any securities proposed to be registered by such other Holders)the Company. (df) The Corporation Upon written notice to each Selling Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (1) an investment banking firm of recognized national standing shall advise the Company and the Selling Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes, in its reasonable judgment, would not be in the best interests of the Company. (g) After the Company has effected one Demand Registration by the CSH Shareholders pursuant to this Section 5.01 of Common Stock, the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, upon request of the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders owning a majority of the Shares acquired by the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders on the Closing Date may request that the Company register Common Stock which are Registrable Securities then owned by such ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. In no event will the Company be required to effect more than two such Demand Registrations by the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. The other provisions of this Article 5 applicable to Demand Registrations requested by the CSH Shareholders shall apply, mutatis mutandis, to any such Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. ▇▇▇▇▇▇▇▇▇▇▇ Shareholders. (h) If the Corporation exercises its right any registration requested pursuant to this Section 5.1(d)5.01 which is proposed by the Company to be effected by the filing of a registration statement on form S-3 (or any successor or similar short-form registration statement) shall be in connection with an Underwritten Public Offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the Corporation shall effect use of another form of registration statement is of material importance to the success of such proposed offering, then such registration within one year following the request for registrationshall be effected on such other form.

Demand Registration. (a) Either At any time following the six-month anniversary of the Sponsors mayEffective Date, at any time, make Requesting Stockholder may give a written request (together with any other Sponsor Holder that such Sponsor includes in such request, to the “Demand Sellers”) that the Corporation Company to effect the registration under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of all or any portion of any such Demand Sellers’ Requesting Stockholder’s Registrable Securities, which written request shall specify the number of Registrable Securities to be registered and specifying the intended method of disposition thereof. At any time the Company is eligible for use of an Automatic Shelf Registration Statement, such registration shall occur on such form. Upon the receipt of such securities. The Corporation will written request, the Company shall promptly give written notice (via facsimile or electronic transmission) to the other Stockholder Groups of such requested registration (each such registration shall be referred to herein as a “Demand Registration”) at least 30 days ten (10) Business Days prior to the anticipated filing date of the registration statement Registration Statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back ShareholdersRegistration. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsThereafter, the Corporation will Company shall use its commercially reasonable best efforts to effect, as expeditiously soon as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Stockholder has been so requested to register by the Demand Sellers; andregistration under this Section 2.01; (ii) all other Registrable Securities of the same class or series as those requested to be registered by the Requesting Stockholder that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration Stockholder Group (all such ShareholdersStockholder Groups, together with the Demand SellersRequesting Stockholder, and any Stockholder Groups participating in a Piggyback Registration pursuant to Section 2.03, the “HoldersRegistering Stockholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days ten (10) Business Days after such Stockholder Groups receive the receipt by such Holders Company’s notice of such written notice given the Demand Registration; and (iii) any Company Securities to be offered or sold by the CorporationCompany; all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. ; provided that, subject to Section 2.01(d), the Company shall not be obligated to effect (x) more than five (5) Demand Registrations requested by the Oaktree Stockholder, three (3) Demand Registrations requested by the JPMorgan Stockholder and three (3) Demand Registrations requested by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockholder, in each case, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor or similar form) under the Securities Act (“Form S-3”) for which an unlimited number of Demand Registrations shall be permitted, (y) any such Demand Registration (i) within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other registration statement of the Company (other than a registration statement filed in connection with an employee benefit plan or business combination transaction or a registration statement on Form S-4 or Form S-8 or any similar or successor form thereto) or (ii) in accordance with Section 2.01(f) or (z) any Demand Registration if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration is less than $20,000,000. (b) Promptly after the expiration of the 30-day ten (10) Business Day period referred to in paragraph (ii) of this Section 5.1(a2.01(a)(ii), the Corporation Company will notify all Registering Stockholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Stockholders and the number of shares of Registrable Securities requested to be included thereinin the Demand Registration by each of them. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement Registration Statement relating to such registrationDemand Registration, the Requesting Stockholder may upon notice to the Company, revoke such request in whole or in part with respect to the number of shares of Registrable Securities requested to be included in such Registration Statement, without liability to any of the other Holders by providing a written notice Registering Stockholders. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Demand Registration becomes effective; provided, however, that if the Requesting Stockholder revokes its request in whole pursuant to Section 2.01(b), the Corporation revoking Requesting Stockholder shall reimburse the Company for and/or pay directly all Registration Expenses incurred relating to such request, in which case such request shall not be considered a Demand Registration. (bd) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement Registration Statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained continuously effective for a period of at least 90 (x) one hundred eighty (180) days (or such shorter period in which all Registrable Securities of the Holders Registering Stockholders included in such registration have actually been sold thereunder) or (y) with respect to a Shelf Registration, until the date set forth in Section 2.05(a)(ii); provided that such Registration Statement shall not be considered a Demand Registration if, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 66 2⁄3% of the Registrable Securities of the Requesting Stockholder sought to be included in such registration are included. (ce) If a Demand Registration involves a Public Offering and the lead managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Stockholder that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers largest number of shares that can be sold without having a material and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers Requesting Stockholder and any Continuing Shareholder all other Registering Stockholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Requesting Stockholder and, thereafter, pro rata among such Holders the remaining Registering Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such HoldersRegistering Stockholder); and; (ii) second, all Registrable Securities any securities proposed to be registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Persons, with such priorities among them as the Company shall determine. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file (but not the preparation of) any Registration Statement in connection with a Demand Registration, any Shelf Registration (including any Shelf Public Offering), file any amendment to such a Registration Statement, file or furnish any supplement or amendment to a prospectus included in such registration by a Registration Statement, make any other Holder filing with the SEC, cause such a Registration Statement or other filing with the SEC to become or remain effective or take any similar action (allocatedcollectively, if necessary “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board’s determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to cause an Adverse Effect materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in (i), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to (i), (ii) or (iii) above) (a “Suspension Notice”) to the Stockholders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Stockholders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph on one (1) occasion during any period of six (6) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding ninety (90) days (which period may not be extended or renewed) (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the offering, pro rata among such other Holders date the relevant Suspension Notice is given to the Stockholders and shall be deemed to end on the basis earlier to occur of (i) the relative date on which the Company gives the Stockholders a notice that the Suspension Period has terminated and (ii) the date on which the number of shares days during which a Suspension Period has been in effect exceeds the ninety (90) day period. If the filing of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it Shelf Registration is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right suspended pursuant to this Section 5.1(d2.01(f), once the Corporation Suspension Period ends the Requesting Stockholder may request a new Demand Registration or a new Shelf Registration (neither such request shall effect such registration within one year following be counted as an additional Demand Registration for purposes of subclause (x) in the request for registrationproviso of Section 2.01(a)). Notwithstanding anything to the contrary in this Agreement, the Company shall not be in breach of, or have failed to comply with, any obligation under this Agreement where the Company acts or omits to take any action in order to comply with applicable law, any interpretation of the staff of the SEC or any order or decree of any court or governmental agency.

Demand Registration. (a) Either of If the Sponsors may, at any time, make Company shall receive a written request from the DLJMB Stockholders (together with any other Sponsor Holder that such Sponsor includes in such requestrequesting person, the “Demand SellersRequesting Stockholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Stockholder’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 days fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Stockholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Stockholders have requested to register by the Demand Sellers; registration under this Section 1.01, and (ii) subject to the restrictions set forth in Sections 1.01(e) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any other Shareholder entitled Stockholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under Section 1.02 (all such ShareholdersStockholders, together with the Demand SellersRequesting Stockholders, the “HoldersRegistering Stockholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days ten (10) Business Days after such Stockholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. ; provided that, subject to Section 1.01(d) hereof, the Company shall not be obligated to effect (x) more than six Demand Registrations, (y) more than one Demand Registration during any four-month period, or (z) any Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration are at least $20 million in any Demand Registration other than the Initial Public Offering. (b) Promptly after the expiration of the 30-day ten (10) Business Day period referred to in paragraph (iiSection 1.01(a)(ii) of this Section 5.1(a)hereof, the Corporation Company will notify all Registering Stockholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request request, without liability to any of the other Holders Registering Stockholders, by providing a written notice to the Corporation Company revoking such request, in which case such request shall not be considered a Demand Registration. (bc) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Demand Registration is effected. (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 120 days (or such shorter period in which all Registrable Securities of the Holders Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(e) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (ce) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Stockholders that, in its view, the number of securities requested Company Securities that the Registering Stockholders and the Company propose to be included in such registration, or the type of securities requested to be included include in such registration (including, in each case, exceeds the largest number of shares of Registrable Securities requested to that can be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Registering Stockholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by such Holderseach); and (ii) second, all Registrable Securities proposed to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election registered by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationCompany.

Demand Registration. (a) Either of If the Sponsors may, at any time, make Company shall receive a written request (together with any other Sponsor Holder that such Sponsor includes in such request, a “Registration Request”) from an Investor Party (the “Demand SellersRequesting Investor”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Investor Party’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior Registration Request to each other Investor Party, and thereafter the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor Company shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: of (each such registration shall be referred to herein as a “Demand Registration”): (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Investor has been so requested to register by the Demand Sellers; and registration under this Section 4.01 and (ii) all other Registrable Securities that any other Shareholder entitled Investor Parties have requested the Company to register by request received by the Corporation to include their Registrable Securities in a Piggy-Back Company within 10 Business Days after such holder receives the Company’s notice of the Demand Registration (all such Shareholders, Investor Parties together with the Demand SellersRequesting Investor, and any Investor Parties participating in a Piggyback Registration pursuant to Section 4.03, the “HoldersRegistering Investors”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; ), all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. ; provided that, (i) subject to Section 4.01(d), the Company shall not be obligated to effect more than (i) two Demand Registrations in any calendar year, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted and (ii) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $30,000,000. (b) Promptly after the expiration of the 30-day 15 Business Day period referred to in paragraph (ii) of this Section 5.1(a4.01(a)(ii), the Corporation will Company shall notify all Registering Investors of the Holders to be included in the Demand Registration identities of the other Holders Registering Investors and the number of shares of Registrable Securities requested to be included thereinin the Demand Registration. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement Registration Statement relating to such registrationa Demand Registration, the Requesting Investor may revoke such request its Registration Request, without liability to any of the other Holders Registering Investors, by providing a written notice to the Corporation Company revoking such Registration Request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such request shall not be considered a Demand Registrationrevoked request), or (ii) the Requesting Investor reimburses the Company for all Registration Expenses of such revoked request. (bc) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 4.02(b)(ii). (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement Registration Statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders 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 any Governmental Authority and (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; (ii) if the Maximum Offering Size is reduced in accordance with Section 4.01(e) such that less than 75% of the Registrable Securities sought to be included in such registration are included; or (iii) as permitted pursuant to Section 4.01(b) or 4.01(f). (ce) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Registering Investors that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Registering Investors (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Registering Investors on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holderstheir Relative Investor Ownership); and; (ii) second, all Registrable Securities any securities proposed to be included in such registration registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Holder (allocatedPersons, if necessary not to cause an Adverse Effect on with such priorities among them as the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)Company shall determine. (df) The Corporation shall not be required Upon notice to effect any Demand Registration if each Registering Investor (the Board determines in good faith that due to business or market conditions or “Delay Notice”), the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d4.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed and provided that such periods in the aggregate shall not exceed 90 days in any period of twelve consecutive months), if the Corporation filing, initial effectiveness or continued use of a Registration Statement relating to a Demand Registration would require the Company to make an Adverse Disclosure (a “Demand Suspension”). No Registration Statement filed and subsequently withdrawn pursuant to this Section 4.01(f) shall effect count as a Demand Registration. The Registering Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the Delay Notice. The Company shall immediately notify the Registering Investors upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to each Registering Investor such numbers of copies of the Prospectus as so amended or supplemented as such Registering Investor may reasonably request. The Company shall, if necessary, supplement or make amendments to the Registration Statement relating to the Demand Registration, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration within one year following form or by the request for registrationSecurities Act.

Demand Registration. (a) Either Kriegsman may, upon written notice to the Company at any time followin▇ ▇▇▇ ▇▇▇e of this Warrant Agreement until the Expiration Date, make one request that the Company file with the Securities and Exchange Commission, within sixty (60) days of the Sponsors maydelivery of such notice to the Company, at any time, make a written request registration statement (together with any other Sponsor Holder that such Sponsor includes in such request, a "Demand Registration") on a form satisfactory to the “Demand Sellers”) that the Corporation effect the registration Company to register under the Securities Act of all 1933, as amended (the "Securities Act"), the Warrant Shares issued or any portion issuable (whether or not yet vested) by way of any such Demand Sellers’ exercise of the Warrant ("Registrable Securities"). Notwithstanding the foregoing, Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (shall not include any securities that may be sold by a “Demand Registration”) at least 30 days prior person to the anticipated filing date of the registration statement relating public pursuant to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration Rule 144(k) under the Securities Act of all or during any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: ninety (i90) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registrationperiod. (b) A If the Demand Registration is part of or combined with an underwritten primary registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities on behalf of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering Company, and the managing Underwriter for such offering advises underwriters advise the Corporation and the Holders who have requested to participate Company that in such Public Offering, in writing, that, in its view, their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Company, then the Company will include in such registration (1) first, the securities the Company proposes to sell, (2) second, the Registrable Securities requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, and (3) third, other securities requested to be included in such registration. (c) If the Demand Registration is part of or combined with an underwritten secondary registration on behalf of holders of the type Company's Common Stock, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by exceeds the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at number which such securities can be sold (in an “Adverse Effect”)orderly manner in such offering within a price range reasonably acceptable to the holders initially requesting such registration, then the Corporation Company will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i1) first, all the securities requested to be included therein by the holders requesting such registration, and (2) the Registrable Securities and any other securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not other holders entitled to cause an Adverse Effect on the offeringrequest inclusion of their securities in such registration, pro rata among the holders of such Holders securities on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration by any other Holder registration. (allocated, if necessary not to cause an Adverse Effect on d) If the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities actually registered pursuant to the Demand Registration is reduced pursuant to either of subsections (b) or (c) above from the number of shares originally requested to be included registered pursuant to subsection (a) above, then Kriegsman shall be permitted, at any time after the date which is ten (▇▇) ▇▇▇▇ after the effective date of the registration statement filed by the Company pursuant to or in such registration by such other Holders). (d) The Corporation shall not be required connection with the Demand Registration, to effect any make another Demand Registration if in accordance with subsection (a) above for such number of shares of Registrable Securities as was originally requested in the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offeringprior Demand Registration but which were not actually registered; provided, however, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d)notwithstanding subsection (a) above, the Corporation Company shall effect file such other registration statement within one year following twenty (20) days of the request for registrationdelivery to the Company of the notice by Kriegsman requesting such other Demand Registration.

Demand Registration. (a) Either If at any time following the earlier of (x) one hundred and eighty (180) days after the effective date of the Sponsors may, at any time, make registration statement for a written request Public Offering and (together with y) the expiration of the period during which the managing underwriters for such Public Offering shall prohibit the Company from effecting any other Sponsor Holder that such Sponsor includes in such requestpublic sale or distribution of Registrable Securities, the Company shall receive a request from any Investor (the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request, a “Demand Registration”) at least 30 days twenty five (25) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Shareholder has been so requested to register by the Demand Sellersregistration under this Section 10.01; and (ii) subject to the restrictions set forth in Section 10.01(e) and Section 10.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any other Shareholder entitled Shareholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under Section 10.01 (all such Shareholders, together with the Demand SellersRequesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to Section 10.02, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days twenty (20) Business Days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the CorporationDemand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered; provided that, subject to Section 10.01(d), the Company shall not be obligated to effect more than three (3) Demand Registrations for each Investor, other than Demand Registration to be effected pursuant to a Registration Statement on Form F-3, for which an unlimited number of Demand Registrations shall be permitted. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 3020-day Business Day-period referred to in paragraph (ii) of this Section 5.1(a10.01(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request, in which case such request shall not be considered a Demand Registration. (bc) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected. (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement relating thereto (i1) has become effective under the Securities Act and (ii2) has remained effective for a period of at least 90 one hundred and eighty (180) days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than fifty percent (50%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 10.01(e) such that less than fifty percent (50%) of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Requesting Shareholders; (allocatedii) second, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder Registering Shareholder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such other Holders Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Shareholder); and (iii) third, any securities proposed to be registered by any other HoldersPersons (including the Company), with such priorities among them as the Company shall reasonably determine. (df) The Corporation shall not be required Upon notice to effect any Demand Registration if each Requesting Shareholder, the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d10.01 on one occasion during any period of twelve (12) consecutive months for a reasonable time specified in the notice but not exceeding ninety (90) days (which period may not be extended or renewed) (“Deferral Period”), if (i) an investment banking firm of recognized national standing shall advise the Corporation Company and the Requesting Shareholders in writing (which writing shall effect be provided to each Requesting Shareholder) that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced, provided that the Company is actively employing in good faith all reasonable efforts to complete such offering of securities, or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, with respect to this subsection (ii), provided that the Company shall furnish to each of the Requesting Shareholders a certificate signed by an authorized senior officer of the Company stating on behalf of the Company that in the good faith judgment of the Company, the Company is in possession of material non-public information and the disclosure of which would not be in the best interests of the Company at the specified time. The Company shall not register any securities for the account of itself or for any other Shareholder during such ninety (90) day Deferral Period. For clarification only, a demand right shall not be deemed to have been exercised until such deferred registration within one year shall have been effected. (g) At any time following the consummation of the initial Public Offering and when the Company is eligible to use a Form F-3 registration statement, each Investor may request the Company in writing to file an unlimited number of Registration Statements on Form F-3 (or any successor form to Form F-3, or any comparable form for registrationRegistration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the Company is entitled to use Form F-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly give written notice of the proposed registration to all other Shareholders and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request to be registered and qualified for sale and distribution in such jurisdictions as such Investor may reasonably request. Each Investor may at any time, and from time to time, require the Company to effect the registration of Registrable Securities under this (g).

Demand Registration. (a) Either At any time after the date of the Sponsors mayAgreement, at a BRS Entity or a BRS Demand Transferee or, if registration on Form S-2 or Form S-3 (or any timesuccessor form(s) under the Securities Act) shall be available to B&G Foods, a Canterbury Entity, a CIT Entity, a Canterbury Demand Transferee or a CIT Demand Transferee may make a written request (together for registration with any other Sponsor Holder that such Sponsor includes the SEC under and in such request, accordance with the “Demand Sellers”) that the Corporation effect the registration under provisions of the Securities Act of all or any portion part of any such Demand Sellers’ its, his or her Registrable Securities and specifying Securities; provided, that B&G Foods may, if the intended method Board so determines in the exercise of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior its reasonable judgment that it would be inadvisable to the anticipated filing date of the registration statement relating to effect such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of at such Sponsor or any other Sponsor Holder that time, defer such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested for a single period not to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registrationexceed 180 days. (b) A registration requested pursuant BRS Entities, Canterbury Entities and CIT Entities (including each of their respective Demand Transferees) shall each be entitled to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto two (i2) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder)Demand Registrations. (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, underwriter(s) shall advise B&G Foods that, in its view, the number amount of securities requested proposed to be included sold in such Demand Registration will exceed the Maximum Offering Size, B&G Foods shall include in such registration, or up to the type Maximum Offering Size, so many of the securities requested proposed to be included in such registration (including, in each case, shares of Registrable Securities requested registered as would not cause the offering to be included by exceed the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, Maximum Offering Size allocated in the opinion following orders of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: priority: (i) first, all the Registrable Securities requested to be included in such registration Demand Registration by the Demand Sellers and any Continuing Shareholder Selling Shareholder(s), (allocatedii) second, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration Demand Registration by such Holders); and the Shareholders other than the Selling Shareholder(s) and (iiiii) second, all Registrable Securities any Common Stock proposed to be included in such registration registered by any other Holder B&G Foods; provided that (allocated, y) if necessary not to cause an Adverse Effect on all the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration Demand Registration by members of any group set forth above are not to be included, selection of Registrable Securities to be included from within such group shall be made pro rata based on the number of Registrable Securities that each member of such group shall have requested to be included therein, and (z) if any Shareholder has requested inclusion in such Demand Registration and if 10% or more of the Registrable Securities requested to be included by such other Holders). (d) The Corporation Shareholder are not so included, such Shareholder shall not be required entitled to effect any an additional Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning hereunder on the date of same terms and conditions as would have applied to such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect Shareholder had such registration within one year following the request for registrationearlier Demand Registration not been effected.

Demand Registration. Subject to the provisions of Section 5.01(d), if the Company is ineligible to use a Shelf Registration Statement or if the Shelf Registration Statement is otherwise unavailable to the Company, the Stockholders (athe “Demanding Holders”) Either of the Sponsors may, at any time, may make a written request demand that the Company promptly prepare and file a registration statement (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersRegistration Statement”) that the Corporation effect the registration under the Securities Act of all or any portion part of any their Registrable Securities having an anticipated aggregate offering price of the value of all the Registrable Securities owned by the Stockholders, which written demand shall describe the amount and type of security to be included in such Demand Sellers’ Registrable Securities Registration Statement and specifying the intended method method(s) of disposition of distribution thereof, which may include delayed distribution pursuant to Rule 415 under the Securities Act (such securities. The Corporation will promptly give written notice of such requested registration (demand a “Demand Registration”). Each Demand Registration shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. The Company shall, within ten (10) at least 30 days prior to the anticipated filing date Business Days after receipt of the registration statement relating Demand Registration, notify, in writing, all other Stockholders, if any, of such demand, and each holder of Registrable Securities who thereafter wishes to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of include all or any a portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their holder’s Registrable Securities in a Piggy-Back Demand Registration (each such holder that includes all or a portion of such Shareholdersholder’s Registrable Securities in such Demand Registration, together with the Demand Sellers, the a “HoldersRequesting Holder”) has requested shall so notify the Corporation to register by written request received by the Corporation Company, in writing, within 30 days five (5) Business Days after the receipt by such Holders other Stockholders of the notice from the Company. Upon receipt by the Company of any such written notice given notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Demand Registration and the Company shall effect, as soon thereafter as practicable, the registration of all Registrable Securities requested by the Corporation; all Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Demand Registration Statement relating thereto as soon as practicable, but not more than sixty (60) days immediately after the extent necessary to permit the disposition (in accordance with the intended methods thereof) Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to obtain effectiveness of more than one (1) Demand Registration Statement under this Section 5.02 with respect to any or all Registrable Securities to be so registered. Promptly after within any twelve (12) month period; provided that a Demand Registration shall not count against this limitation unless and until (i) the expiration of Demand Registration Statement has been declared effective by the 30-day period referred to in paragraph Commission, (ii) the Company has complied with all of its obligations under this Section 5.1(a)Agreement with respect thereto, the Corporation will notify all the Holders to be included in and (iii) the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) Statement has remained effective for a period the Shelf Registration Effectiveness Period; provided, further, that if, after such Demand Registration Statement has been declared effective, an offering of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If pursuant to a Demand Registration involves a Public Offering and is subsequently interfered with by any stop order or injunction of the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public OfferingCommission, in writingfederal or state court or any other governmental agency, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by then the Demand Sellers and shares of Registrable Securities requested to Registration Statement shall be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary deemed not to cause an Adverse Effect on have been declared effective, unless and until, such stop order or injunction is removed, rescinded or otherwise terminated; provided, further, that the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation Company shall not be obligated or required to effect any file another Demand Registration if Statement until the Board determines in good faith Demand Registration Statement that due has been previously filed with respect to business a Demand Registration becomes effective or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationsubsequently terminated.

Demand Registration. (a) Either If at any time following the earlier of (x) 180 days after the effective date of the Sponsors may, at any time, make a written request registration statement for the IPO and (together with y) the expiration of the period during which the managing underwriters for the IPO shall prohibit the Company from effecting any other Sponsor Holder that such Sponsor includes in such requestpublic sale or distribution of Company Securities, the Company shall receive a request from any of the Preferred Stockholders or BSC (the “Demand SellersRequesting Stockholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Stockholder’s Registrable Securities and specifying Securities, which notice shall specify the intended method or methods of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 days 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Stockholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Stockholders have requested to register by the Demand Sellers; registration under this Section 4.01, and (ii) subject to the restrictions set forth in Section 4.01(e) and Section 4.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any other Shareholder entitled Stockholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under this Section 4.01 (all such ShareholdersStockholders, together with the Demand SellersRequesting Stockholders, and any Stockholders participating in a Piggyback Registration pursuant to Section 4.02, the “HoldersRegistering Stockholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days 15 Business Days after such Stockholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered, provided that, subject to Section 4.01(d), the Company shall not be obligated to effect more than one (1) Demand Registrations for any Preferred Stockholder or BSC, other than Demand Registration to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted, and provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $40,000,000. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 3015-day Business Day-period referred to in paragraph (ii) of this Section 5.1(a4.01(a)(ii), the Corporation Company will notify all Registering Stockholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request request, without liability to any of the other Holders Registering Stockholders, by providing a written notice to the Corporation Company revoking such request, . (c) The Company shall be liable for and pay all Registration Expenses in which case such request shall not be considered a connection with any Demand Registration. (bd) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 180 calendar days (or such shorter period in which all Registrable Securities of the Holders Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 4.01(e) such that less than 66 2⁄3% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Stockholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers Preferred Stockholders and any Continuing Shareholder BSC (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders entities on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), (ii) second, all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder Registering Stockholder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such other Holders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such other HoldersStockholder)., and (diii) The Corporation shall not third, any securities proposed to be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election registered by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationCompany.

Demand Registration. (a) Either of At any time after the Sponsors maydate that is 180 days after the date hereof (or such earlier date as would permit the Company to cause any Filings required hereunder to be filed on the 180th day after the date hereof), at any time, Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersDemand”) that the Corporation effect the for registration under the Securities Act of all or any portion a number of any such Demand Sellers’ Registrable Securities and specifying that, when taken together with the intended method number of disposition of Registrable Securities requested to be registered under the Securities Act by such securities. The Corporation will promptly give written notice of such requested registration Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) at least 30 days prior and thereupon the Company will, subject to the anticipated filing date terms of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securitiesthis Agreement, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand Sellers; andRequesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities that which the Company has been requested to register pursuant to Section 4.01(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any other Shareholder entitled to request the Corporation to include their offering of Registrable Securities in a Piggy-Back Registration (all such Shareholderspursuant to this Section 4.01, together with the Demand Sellers, the “Holders”) has requested the Corporation but subject to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the CorporationSection 4.01(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. Promptly after . (b) A Demand shall specify: (i) the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the aggregate number of shares of Registrable Securities requested to be included registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01). Subject to Section 4.01(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.01(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Company is eligible as shall be selected by the Requesting Stockholders whose shares represent a majority of the Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Sellers requesting Registration (A) within one month of a “firm commitment” Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 4.02 (subject to Section 4.01(f)) and provided that at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included) or (B) within one month of any other Underwritten Offering pursuant to Section 4.03(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration under this Section 5.1(astatement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) may, at any time prior to if the effective date Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such registrationDemand Registration would cause the disclosure of material, revoke such request without liability to any non-public information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the other Holders by providing filing or effectiveness of a written notice to the Corporation revoking such request, in which case such request shall not be considered registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 4.04. (bf) A registration requested pursuant to this Section 5.1 The Company shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Holders Registrable Securities included in such registration have actually been sold thereunder). (c) If Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration involves is not an Underwritten Offering, a Public Offering and the managing Underwriter for nationally recognized investment bank engaged in connection with such offering Demand Registration) advises the Corporation and the Holders who have requested to participate in such Public Offering, in writingCompany, that, in its viewopinion, the number inclusion of all of the securities, including securities requested of the Company that are not Registrable Securities, sought to be included registered in connection with such registration, or Demand Registration would adversely affect the type marketability of securities requested the Registrable Securities sought to be included in such registration (includingsold pursuant thereto, in each case, shares of Registrable Securities requested to be included by then the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will Company shall include in such registration statement only such securities as the largest number of Registrable Securities that, in the opinion of the managing Underwriter for Company is advised by such offering, underwriter or investment bank can be sold without such adverse effect as follows and in the priorities listed below without causing an Adverse Effect, as follows: following order of priority: (i) first, all Registrable Securities requested up to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration Demand Registration by such Holders); and (ii) secondthe Stockholders, all Registrable Securities to which, in the opinion of the underwriter can be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on sold without adversely affecting the marketability of the offering, pro rata among such other Holders Stockholders requesting such Demand Registration on the basis of the relative number of shares such securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of Registrable Securities the Company duly requested to be included in such registration by statement, pro rata on the basis of the number of such other Holders)securities requested to be included or such other method determined by the Company. (dg) The Corporation shall not be required Any investment bank(s) that will serve as an underwriter with respect to effect any such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected (i) by the Board determines in good faith that due to business or market conditions or the business or financial condition Acquisition Entity for so long as a majority of the Corporation it outstanding Common Stock of the Company is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election owned by its Permitted Transferees and thereafter (ii) by the Corporation. If the Corporation exercises Stockholder participating in such Demand Registration that holds (together with its right pursuant to this Section 5.1(d), the Corporation shall effect Permitted Transferees) a number of Registrable Securities included in such registration within one year following the request for registrationDemand Registration constituting a plurality of all Registrable Securities included in such Demand Registration.

Demand Registration. (a) Either If at any time following the earlier of (x) 180 days after the effective date of the Sponsors may, at any time, make registration statement for a written request Public Offering and (together with y) the expiration of the period during which the managing underwriters for such Public Offering shall prohibit the Company from effecting any other Sponsor Holder that such Sponsor includes in such requestpublic sale or distribution of Registrable Securities, the Company shall receive a request from any Financial Investor (the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request, a “Demand Registration”) at least 30 days Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Shareholder has been so requested to register by the Demand Sellersregistration under this ‎Section 5.01; and (ii) subject to the restrictions set forth in Sections ‎5.01(e) and ‎5.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any other Shareholder entitled Shareholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under ‎Section 5.01 (all such Shareholders, together with the Demand SellersRequesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to ‎Section 5.02, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days 25 Business Days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the CorporationDemand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered; provided that, subject to ‎Section 5.01(d), the Company shall not be obligated to effect more than two Demand Registrations for such Financial Investor, other than Demand Registration to be effected pursuant to a Registration Statement on Form F-3, for which an unlimited number of Demand Registrations shall be permitted. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 3025-day Business Day-period referred to in paragraph (ii) of this Section 5.1(a‎Section 5.01(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request, in which case such request shall not be considered a Demand Registration. (bc) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected. (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) (A) unless the registration statement relating thereto (i1) has become effective under the Securities Act and (ii2) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with ‎Section 5.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Requesting Shareholders; (allocatedii) second, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder Registering Shareholder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such other Holders Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Shareholder); and (iii) third, any securities proposed to be registered by any other HoldersPersons (including the Company), with such priorities among them as the Company shall determine. (df) The Corporation shall not be required Upon notice to effect any Demand Registration if each Requesting Shareholder, the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d‎Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Corporation shall effect Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of such registration within one year Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) At any time following the consummation of the initial Public Offering and when the Company is eligible to use a Form F-3 registration statement, each Financial Investor may request the Company in writing to file an unlimited number of Registration Statements on Form F-3 (or any successor form to Form F-3, or any comparable form for registrationRegistration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the Company is entitled to use Form F-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly give written notice of the proposed registration to all other Shareholders and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request to be registered and qualified for sale and distribution in such jurisdictions as such Financial Investor may reasonably request. Each Financial Investor may at any time, and from time to time, require the Company to effect the registration of Registrable Securities under this (g).

Demand Registration. (a) Either of the Sponsors may, If at any time, make time the Company shall receive a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersNotice”) from the Demand Committee that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ the Registrable Securities and specifying specified in the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration Demand Notice (a “Demand Registration”) at least 30 days prior ), specifying the information set forth under Section 2.5(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join restrictions in the request of a Demand Seller that the Corporation effect Section 2.2(d), the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by for which the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) Committee has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(aCommittee shall allocate participation in any Demand Registration ratably among Covered Persons in accordance with their Registrable Securities. (b) may, at At any time prior to the effective date of the registration statement relating to such registration, the Demand Committee may revoke such Demand Registration request without liability to any of the other Holders by providing a written notice to the Corporation Company revoking such request, . The Company shall be liable for and pay all Registration Expenses in which case such request shall not be considered a connection with any Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If the sole or managing underwriter of a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate Company in such Public Offering, in writing, that, writing that in its view, opinion the number of Registrable Securities and other securities requested to be included in such registration, or exceeds the type of securities requested to be included in such registration (including, in each case, shares number of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at securities which such securities can be sold (an “Adverse Effect”)in such offering without adversely affecting the distribution of the securities being offered, the Corporation price that will be paid in such offering or the marketability thereof, the Company will include in such registration the largest greatest number of (i) Registrable Securities proposed to be registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities that, hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of the managing Underwriter for such offering, underwriters can be sold in such offering without adversely affecting the priorities listed below without causing an Adverse Effectdistribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities, the holders of such Other Registration Rights and the Company, based (A) as follows: (i) firstbetween the Company and such holders requesting registration, all Registrable Securities on the respective amounts of securities requested to be included registered, and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Sections 2.1, 2.2 or 2.3) and securities subject to such Other Registration Rights, as the case may be, held by each such holder; provided, however, that the Company shall have the right (the “Priority Right”) to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 2.2 with respect to securities that the Company proposes to include in such registration for its own account by giving written notice of its election to exercise such Priority Right to the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares holders of Registrable Securities requested to be included in such requesting registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)thereof. (d) The Corporation shall Upon notice to the Demand Committee, the Company may postpone effecting a registration pursuant to this Section 2.2 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be required to effect any Demand Registration extended or renewed), if (i) the Board determines shall determine in good faith that due to business or market conditions or effecting the business or financial condition registration would materially and adversely affect an offering of securities of the Corporation it Company the preparation of which had then been commenced or (ii) the Company is inappropriate at in possession of material non-public information the disclosure of which during the period specified in such time to undertake a Public Offering; provided, that notice the Corporation may elect Board believes in good faith would not to effect registration on such grounds only once be in any twelve-month period beginning on the date best interests of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationCompany.

Demand Registration. (a) Either of If the Sponsors may, at any time, make Company shall receive a written request from either DLJMB on behalf of the DLJ Entities or, in the case of a CVC Demand, CVC on behalf of the CVC Entities (together with any other Sponsor Holder that such Sponsor includes the DLJ Entities or, in such requestrespect of a CVC Demand, the “Demand Sellers”CVC Entities, shall be referred to herein as a "Requesting Stockholder") that the Corporation Company effect the registration under the Securities Act of all or any a portion of any such Demand Sellers’ Requesting Stockholder's Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request, including the CVC Demand, shall be referred to herein as a “"Demand Registration”") at least 30 15 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Other Stockholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation thereupon will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand SellersRequesting Stockholder; and (ii) subject to the restrictions set forth in Section 5.02, all other Registrable Securities of the same class as that requested to be registered by the Requesting Stockholder which any other Shareholder Other Stockholder entitled to request the Corporation Company to include their Registrable Securities in a Piggy-Back effect an Incidental Registration pursuant to Section 5.02 (all such ShareholdersStockholders, together with the Demand SellersRequesting Stockholder, the “"Holders”") has requested that the Corporation to Company register by written request received by the Corporation Company within 30 15 days after the receipt by such Holders of such written notice given by the Corporation; Company, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered; provided that, subject to Section 5.01(d) hereof, the Company shall (i) not be obligated to effect more than five Demand Registrations for the DLJ Entities, (ii) be obligated to effect one Demand Registration for the CVC Entities (the "CVC Demand") which shall be exercisable by CVC on behalf of any CVC Entities only if immediately prior thereto (A) the Transfer Percentage of the CVC Entities is less than the Transfer Percentage of the DLJ Entities and (B) the DLJ Entities have transferred (other than to any of their Permitted Transferees) 70% or more of the sum of (x) their collective Initial Ownership of Common Stock and (y) any additional shares of Common Stock issued by the Company to the DLJ Entities after the date hereof in an issuance of Common Stock that was offered to the DLJ Entities and the CVC Entities on a pro rata basis and (iii) not be obligated to effect any Demand Registration unless the aggregate proceeds expected to be received from the sale of the Common Stock to be included in such Demand Registration, in the reasonable opinion of DLJSC exercised in good faith, equals or exceeds (x) $50,000,000 if such Demand Registration would constitute the First Public Offering, or (y) $25,000,000 in all other cases. In no event will the Company be required to effect more than one Demand Registration hereunder within any four-month period. (b) Promptly after the expiration of the 3015-day period referred to in paragraph (iiSection 5.01(a)(ii) of this Section 5.1(a)hereof, the Corporation Company will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) Requesting Stockholder may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request request, without liability to any of the other Holders Stockholders, by providing a written notice to the Corporation Company revoking such request, in which case such request, so revoked, shall be considered a Demand Registration unless the participating Stockholders reimburse the Company for all costs incurred by the Company in connection with such registration, or unless such revocation arose out of the fault of the Company, in which case such request shall not be considered a Demand RegistrationRegistration and the Company shall be obligated to pay all Registration Expenses in connection with such revoked request. (bc) A registration requested The Company will be liable for and pay all Registration Expenses in connection with any Demand Registration pursuant to this Section 5.1 5.01, regardless of whether it is effected. (d) A Demand Registration shall not be deemed to have been effected occurred unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 180 days without being subject to any stop order, injunction, or other order or requirement of the Commission or any other governmental authority for any reason (or such shorter period in which all Registrable Securities of the Holders requested to be included in such registration have actually been sold thereunder). (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering advises underwriter shall advise the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Stockholder that, in its view, (i) the number of securities requested to be included in such registration, or the type of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities which the Company proposes to be included which are not Registrable Securities) or (ii) the inclusion of some or all of the Registrable Securities owned by the Demand Sellers and shares Holders, in any such case, exceeds the largest number of Registrable Securities requested to securities which can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”the "Maximum Offering Size"), the Corporation Company will include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers Requesting Stockholder and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata rata, among such other Holders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration registration); provided that if the Transfer Percentage of CVC is less than the Transfer Percentage of the DLJ Entities collectively at such time, the amount of Registrable Securities which will be allocable to CVC pursuant to this subsection shall be increased by an amount such that, after giving effect to the sale of all Registrable Securities in such offering, the Transfer Percentage of CVC would equal the Transfer Percentage of the DLJ Entities collectively; (ii) second, any securities proposed to be registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Holders)Persons with such priorities among them as the Company shall determine. (df) The Corporation shall not be required to effect If, in connection with any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d)with respect to the Common Shares or Preferred Shares, any Requesting Stockholder shall seek to Transfer any Warrants together with Common Shares or Preferred Shares, the Corporation Company shall effect such registration within one year following at the request of any such Stockholder effect a registration of such Warrants to which the provisions of this Article 5 shall apply mutatis mutandis and a registration, pursuant to a shelf registration statement, so as to permit the resale of the Common Shares for registrationwhich any Warrants so transferred may be exercisable. The Company shall maintain the effectiveness of any such shelf registration statement, and take all actions necessary to permit resale of such Common Shares as may be required by applicable state securities laws.

Demand Registration. (ai) Either At any time following the date that is one hundred and eighty (180) days after the closing date of the Sponsors mayIPO, at any timeHolder or group of Holders that holds Registrable Securities (the “Initiating Holder”) that desires to sell shall have the option and right, make exercisable by delivering a written request notice to the Partnership (together a “Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with any other Sponsor Holder that such Sponsor includes 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 such request, the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice (the “Demand SellersRegistration”). (ii) that Within two (2) Trading Days of the Corporation effect receipt of the registration under Demand Notice, the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly Partnership shall give written notice of such requested registration (a “Demand Registration”) at least 30 days prior Notice to all Holders and shall, subject to the anticipated filing date limitations of this Section 2(a), file a Registration Statement covering all of the registration statement relating Registrable Securities that the Holders shall in writing request (such request to be given to the Partnership within three (3) 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 to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously promptly as possible, the registration under the Securities Act of: (i) the Registrable Securities then held practicable as directed by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (Initiating Holder in accordance with the intended methods thereof) terms and conditions of the Registrable Securities Demand Notice and use all commercially reasonable efforts to be so registered. Promptly after the expiration of the 30-day period referred cause such Registration Statement to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and remain effective under the Securities Act for not less than six (ii6) has remained effective for a period of at least 90 days (months following the Effective Date or such shorter period in which when all Registrable Securities of the Holders included in covered by such registration Registration Statement have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse EffectEffectiveness Period”); provided, however, that the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation Partnership shall not be required to effect any the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 2,500,000 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 $50 million. (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 if on Form S-1 (or any equivalent or successor form under the Board determines Securities Act) in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offeringany twelve (12) month period; provided, that notwithstanding anything in this Agreement to the Corporation may elect contrary, the Partnership shall not be obligated to effect registration any Demand Registration on such grounds only once Form S-1 (or any equivalent or successor form under the Securities Act) that is not requested by a Sponsor or a Special Successor; and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve-twelve (12) month period beginning on period. (iv) Notwithstanding any other provision of this Section 2(a), the date of such election by the Corporation. If the Corporation exercises its right Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 5.1(d2(a): (A) during the period starting with the date sixty (60) days prior to a good faith estimate, with the approval of a simple majority of the Board of Directors of the General Partner, of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Partnership-initiated registration; 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 of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Partnership is engaged, or has fixed plans with the approval of a simple majority of the Board of Directors of the General Partner to engage, within ninety (90) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Common Units in which the Holders of Registrable Securities include Registrable Securities pursuant to Section 2(b), or (2) the Partnership 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; or (C) for a period of up to ninety (90) days, if (1) the General Partner determines that a postponement is in the best interest of the Partnership and its Limited Partners generally due to a pending transaction or (2) the General Partner determines that a postponement is in the best interest of the Partnership due to an investigation or other event (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) and/or Section 7(f) 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), if (A) the Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwriting and (B) the managing underwriter advises the Partnership that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, then the Partnership shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other 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, then the Registrable Securities to be sold by the Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration 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 effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership 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 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 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 2(a), the Corporation Partnership 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 Holders shall effect 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 within one year 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 Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request for registrationof 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. (x) The Partnership shall use commercially reasonable efforts to 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 Commission and meeting the other requirements of the Exchange Act.

Demand Registration. (a) Either To the extent one or more Covered Persons have delivered Elections of Exchange pursuant to the Exchange Agreement in respect of any Quarterly Exchange Date covering Partnership Units having an aggregate market value (based on the most recent closing price of the Sponsors mayCompany’s Class A Common Stock on the securities exchange on which such Class A Common Stock is listed at the time of the applicable Demand Notice (as defined below)) of at least $75 million, the Demand Committee shall have the right at any time, make time prior to the applicable Cut-Off Date to provide a written request to the Company (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersNotice”) that the Corporation Company effect the registration under the Securities Act of, in the Company’s sole and absolute discretion, (x) the offer and sale by such Covered Persons of all Registrable Securities that the Company shall deliver to such Covered Persons, at or any portion prior to the settlement of such offering, in exchange for the Partnership Units that are the subject of such Elections of Exchange at the applicable Exchange Rate or (y) the offer and sale by the Company of a number of shares of Class A Common Stock (“Primary Issuance Funding Securities”) equal to the product of the number of Partnership Units that are the subject of such Elections of Exchange multiplied by the Exchange Rate, the net proceeds of which issuance (determined after deduction of any underwriting discounts and commissions, but not of any other offering expenses, including Registration Expenses) the Company shall use to acquire from such Demand Sellers’ Registrable Securities and specifying Covered Persons the intended method of disposition Partnership Units that are the subject of such securities. The Corporation will promptly give written notice Elections of such requested registration Exchange (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities), whereupon such Sponsor the Company shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possiblereasonably practicable, the subject to paragraphs (c) and (d) of this Section 2.2, such registration under the Securities Act of: (i) of the Registrable Securities then held by or Primary Issuance Funding Securities for which the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) Committee has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; registration under this Section 2.2, all to the extent necessary to permit the disposition offer and sale (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities or Primary Issuance Funding Securities to be so registered. Promptly ; provided, however, that the Company will not be obligated to effect any such requested registration within 180 days after the expiration effective date of a previous Demand Registration. The public offering price for any Public Offering of Primary Issuance Funding Securities shall be determined as mutually agreed upon between the 30-day period referred Company and the lead managing underwriters of such a Public Offering. Each Demand Notice delivered pursuant to in paragraph (iithis section 2.2(a) of this shall include the information set forth under Section 5.1(a), 2.5(j) to the Corporation will notify all the Holders to be included in extent applicable. The Company shall inform the Demand Registration Committee immediately upon request of the other Holders and the number of shares Partnership Units in respect of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(awhich Covered Persons have delivered Elections of Exchange for any Quarterly Exchange Date. (b) may, at At any time prior to the effective date of the registration statement relating to such registrationa Demand Registration, the Demand Committee may revoke such request without liability to any of the other Holders Demand Notice by providing a written notice to the Corporation Company revoking such request, Demand Notice. The Company shall be liable for and pay all Registration Expenses in which case such request shall not be considered a connection with any Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the sole or managing Underwriter for such offering advises underwriters advise the Corporation and the Holders who have requested to participate in such Public Offering, in writing, Company that, in its their view, the number of Registrable Securities, Primary Issuance Funding Securities and/or other securities requested that the Company and such Covered Persons intend to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration exceeds the largest number of Registrable Securities, Primary Issuance Funding Securities that, in the opinion of the managing Underwriter for such offering, and/or other securities that can be sold in such offering without adversely affecting the priorities listed below without causing an Adverse Effectdistribution of the securities being offered, as followsthe price that will be paid in such offering or the marketability thereof (the “Maximum Offering Size”), the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, all Registrable Securities or Primary Issuance Funding Securities requested to be included registered in such registration the Demand Registration by the Demand Sellers and any Continuing Shareholder Committee (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration proportions as shall be determined by such Holdersthe Demand Committee); and; (ii) second, all Registrable any securities other than Primary Issuance Funding Securities proposed to be included in such registration registered by the Company for its own account and any other Holder (allocated, if necessary not securities entitled to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities Other Registration Rights requested to be included in registered by the holders thereof, ratably among the Company and the holders of such registration Other Registration Rights, based (A) as between the Company and the holders of such Other Registration Rights, on the respective amounts of securities requested to be registered, and (B) as among the holders of such Other Registration Rights, on the respective amounts of securities subject to such Other Registration Rights held by each such other Holders)holder. (d) The Corporation shall Upon notice to the Demand Committee, the Company may postpone filing (but not be required the preparation of) a registration pursuant to effect this Section 2.2 for a reasonable time not exceeding 60 days thereafter or 90 days in any Demand Registration 365-day period, if (i) the Board determines or a committee of the Board shall determine in good faith that due to business the filing of such registration statement or market conditions or the business or financial condition effecting a registration would materially and adversely affect an offering of securities of the Corporation it Company the preparation of which had then been commenced or (ii) the Company is inappropriate at in possession of material non-public information the disclosure of which, during the period specified in such time notice the Board or a committee of the Board believes in good faith, would not be in the best interests of the Company, or would have a material adverse effect on any active proposal by the Company or any of its subsidiaries to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once engage in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d)material acquisition, the Corporation shall effect such registration within one year following the request for registrationmerger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction.

Demand Registration. (a) Either At any time during the period beginning on the expiration of the Sponsors maytransfer restrictions set forth in Section 4.6 of the Investment Agreement, at any time, make a written Flowers may request on not more than three (together with any other Sponsor Holder 3) occasions that such Sponsor includes in such request, Enstar register the “Demand Sellers”) that the Corporation effect the registration Registration Shares under the Securities Act of all or any portion of any for public sale (the "Demand Rights"). Any such Demand Sellers’ Registrable Securities Rights request must be in writing signed by Flowers and specifying must designate the intended method specific number of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior Registration Shares proposed to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes be sold by Flowers in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders public offering and the number proposed plan of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to distribution for the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand RegistrationRegistration Shares. (b) A Notwithstanding anything to the contrary set forth in this Section 3, Enstar shall have no obligation hereunder to: (i) register Registration Shares if such registration requested involves 500,000 or fewer Registration Shares or (ii) maintain the effectiveness of any registration statement filed pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective 3 for a period of at least 90 days time exceeding the Distribution Period (or such shorter period as defined in which all Registrable Securities of the Holders included in such registration have actually been sold thereunderSection 5(g) below). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, Enstar shall be entitled in its view, sole discretion to delay the number filing of securities requested the registration statement covering such Registration Shares for a period of up to be included 90 days from the date of receipt of the request for Demand Rights if its Board of Directors determines in good faith that such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, a delay is in the opinion best interests of Enstar and its shareholders; provided that Enstar shall not have the managing Underwriter for right to exercise such offering, can be sold discretion to delay such filing more than once in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)365-day period. (d) The Corporation shall not be required Notwithstanding anything to effect any the contrary set forth in this Section 3, if Flowers exercises a Demand Right and subsequently informs Enstar in writing that (i) he desires to withdraw such registration or (ii) he is unable to sell in excess of 50% of the Registration if the Board determines in good faith that Shares covered by such registration statement due to business or a deterioration in market conditions or the business or financial condition of the Corporation it is inappropriate at other bona fide reason, and Flowers reimburses Enstar for all Registration Expenses incurred by Enstar in connection with such time to undertake a Public Offering; providedterminated registration, that the Corporation may elect then Flowers shall be deemed not to effect have exercised the Demand Right under this Agreement and shall be permitted to exercise such right again in accordance with the terms of Section 3(a) of this Agreement. (e) If a registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right effected pursuant to this Section 5.1(d3 involves a firm commitment underwritten public offering, Flowers shall have the sole right to select the managing underwriters, subject to the approval of Enstar (such approval not be unreasonably withheld or delayed), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either The Company shall give prompt notice to each Shareholder (so long as such Shareholder is an Eligible Shareholder) of each Window Period, which notice shall specify the Maximum Share Number. If at any time during a Window Period or at any time following the fifth anniversary of the Sponsors may, at any time, make a written request (together with any other Sponsor Holder that such Sponsor includes in such requestClosing Date, the Company shall receive a request from the Shareholder (the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating Other Shareholders. The Company shall use its commercially reasonable efforts to such Demand Registration effect, subject to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request provisions of a Demand Seller that the Corporation effect Section 2.01(f), the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Shareholders have requested to register by the Demand Sellers; and (ii) registration under this Section 2.01 and all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders that any other Shareholder entitled Other Shareholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under Section 2.02 (all such Other Shareholders, together with the Demand SellersRequesting Shareholders, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days five (5) Business Days after such Other Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. , provided that, (i) subject to Section 2.01(d), the Company shall not be obligated to effect more than two Demand Registrations in any twelve-month period, (ii) the Company shall not be obligated to effect a Demand Registration unless the aggregate number of shares of the Registrable Securities requested to be included in such Demand Registration equals or exceeds 5% of the Common Shares outstanding at the time the request for the Demand Registration is made, (iii) the Company shall not be obligated to include in such registration a number of Registrable Securities of the Shareholder which exceeds such Shareholder’s Pro Rata Portion (unless any Other Shareholder who is an Eligible Shareholder shall choose not to participate in such registration up to the full amount of such Other Shareholder’s Pro Rata Portion, in which case each Registering Shareholder may choose to increase the number of Registrable Securities to be included in such registration by his or her Pro Rata Portion of the Shortfall subject to the provisions of Section 2.01(e)), (iv) the Company shall not be required to effect the registration of Registrable Securities in excess of the Maximum Share Number (the limitations in clauses (ii), (iii) and (iv) of this Section 2.01(a), collectively, the “Public Offering Limitations”), (v) in no event shall the Company be required to effect a Demand Registration from any Requesting Shareholder unless such Requesting Shareholder at the time the request is made (x) continues to be actively engaged in the businesses of the Firm (in the reasonable judgment of the Underwritten Offering Committee), (y) has suffered a termination of employment by the Firm resulting from a disability or (z) is a Permitted Transferee (a Shareholder who fulfills the criteria in clauses (x)-(z) of this Section 2.01(a)(v), an “Eligible Shareholder”), and (vi) The Company shall not be required to effect a Demand Registration within 180 days of a Piggyback Registration effected pursuant to Section 2.02. (b) Promptly after the expiration of the 30five (5) Business-day Day period referred to in paragraph (ii) of this Section 5.1(a2.01(a), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such request revoked request) or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses in connection with such revoked request. (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 2.01(b). (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto has become effective under the Securities Act; provided that such registration statement shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the Registration if, after such registration statement relating thereto (i) has become effective under becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Securities Act and SEC or other governmental agency or court; or (ii) has remained effective for a period if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 66 2/3% of at least 90 days (or such shorter period in which all the Registrable Securities of the Holders Registering Shareholders sought to be included in such registration have actually been sold thereunder)are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Registering Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by the Demand Sellers and shares of Registrable Securities requested or are otherwise contractually required to be included by other Holders pursuant to Section 5.2), would have that are not Registrable Securities under this Agreement) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by the Demand Sellers Registering Shareholders who are Eligible Shareholders and all Company Securities contractually required to be registered for the account of any Continuing Shareholder other Persons (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders and such other Persons on the basis of the relative number of shares of Registrable Securities or such other Company Securities so requested to be included in such registration by each such HoldersRegistering Shareholder and such other Person); , and (iiiii) secondthird, all Registrable any Company Securities proposed, but not contractually required, to be included in such registration by registered for the account of any other Holder (allocated, if necessary not to cause an Adverse Effect on Persons with such priorities among them as the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)Company may determine. (df) The Corporation shall not be required Upon notice to effect any Demand Registration if each Requesting Shareholder, the Board determines in good faith that due to business or market conditions or Company may defer the business or financial condition filing of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right statement pursuant to this Section 5.1(d), 2.01 for a reasonable period of time not exceeding 90 days if (i) at the Corporation shall effect such registration within one year following time the Company receives the request for registrationsuch Demand Registration, there is (A) material non-public information regarding the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose and which the Company is not otherwise required to disclose or (B) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose; or (ii) prior to receiving the request for such Demand Registration, the Company has determined to effect an offering in connection with which equity securities of the Company are sold to an underwriter or underwriters for reoffering to the public pursuant to an effective registration statement under the Securities Act, and the Company has determined to proceed with such offering.

Demand Registration. (a) Either If at any time after the date six months after the completion of the Sponsors may, at any time, make a written request (together with any other Sponsor Holder that such Sponsor includes in such requestInitial Public Offering, the Company shall receive a request from a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Demand SellersRequesting Shareholder”), holding at least thirty percent (30%) of the Registrable Securities then outstanding, that the Corporation Company effect the registration under the Securities Act (i) for the first Public Offering of the Company after the completion of the Initial Public Offering (the “Follow-On Offering”), at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), or (ii) after the completion of the Follow-On Offering, all or any portion of any such Demand Sellers’ the Requesting Shareholder’s Registrable Securities and and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such securities. The Corporation will promptly request give written notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 fifteen (15) business days prior to the anticipated filing date after receipt of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, and in any event within ninety (90) days after the date the Demand Registration is given by the Requesting Shareholder, the registration under the Securities Act of: (i) subject to the restrictions set forth in Sections 2.01(e), all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Shareholder has been so requested to register by the Demand Sellers; registration under this Section 2.01, and (ii) subject to the restrictions set forth in Sections 2.01(e) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration Shareholders (all such Shareholders, together with the Demand SellersRequesting Shareholder, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register pursuant to Section 2.02, by written request received by the Corporation Company within 30 days seven Business Days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered, provided that, the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $10,000,000. In no event shall the Company be required to effect more than two (2) Demand Registrations pursuant to this Section 2.01. (b) Promptly after the expiration of the 30seven-day Business Day period referred to in paragraph (ii) of this Section 5.1(a2.01(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request. Notwithstanding clause (d) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such request shall not be considered a Demand Registrationrevoked request), or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses (other than the expenses set forth under clause (v) of the definition of the term Registration Expenses) of such revoked request. (bc) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholder that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder all Registering Shareholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Shareholders on the basis of the relative number of shares of Registrable Securities requested to be included held by each such Shareholder, or in such registration other proportion as shall mutually be agreed to by all such HoldersRegistering Shareholders); and (ii) second, all Registrable Securities any securities proposed to be included in such registration registered by the Company (including for the benefit of any other Holder (allocated, if necessary Persons not party to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holdersthis Agreement). (df) The Corporation shall not be required Upon notice to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or Requesting Shareholder, the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if (i) the Corporation shall effect Company reasonably determines that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (ii) the Company reasonably determines that effecting the registration would materially and adversely interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (iii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration within one year following notice the request for registrationCompany reasonably believes in good faith would not be in the best interests of the Company, or (iv) the Company would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act.

Demand Registration. (a) Either After the first to occur of the Sponsors mayconsummation of the Initial Public Offering and December 23, 1996, upon the writ ten request of any holder or holders of at any timeleast 662/3% of the outstanding Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, make a written request (together with any other Sponsor Holder that such Sponsor includes in such requestSeries C Preferred Stock, the “Demand Sellers”) Series D Preferred Stock and Series E Preferred Stock requesting that the Corporation Company effect the registration under the Securities Act of all or any portion part of any such Demand Sellers’ holder's or holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition of such securities. The Corporation will promptly thereof, the Company will, as expeditiously as possible, give written notice of such requested registration (a “Demand Registration”) at least 30 days prior request to the anticipated filing date all holders of the registration statement relating Registrable Securities, and shall thereupon use its reasonable best efforts to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securitiesAct, whereupon such Sponsor shall be deemed subject to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsSection 6.1(e), the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Com pany has been so requested to register by the Demand Sellerssuch holder or holders; and (ii) all other Registrable Securities that any other Shareholder entitled to request which the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) Company has been requested the Corporation to register by any other holder thereof by written request received by given to the Corporation Company within 30 calendar days after the receipt by such Holders giving of such written notice given by the Corporation; Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered. Promptly after Notwithstanding the expiration foregoing provisions of the 30-day period referred to in paragraph (ii) of this Section 5.1(asubsection 6.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request Company shall not be considered a Demand Registrationobligated to file more than three registration statements pursuant to this Section 6.1(a) and shall not be obligated to file any registration statement pursuant to this Section 6.1(a) where the proposed aggregate offering price of the securities to be sold thereunder is less than $5 million. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless After the first anniversary of the Initial Public Offering, upon the written request of any holder or holders of a majority of the outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock (the "Requesting Series E Holders") requesting that the Company effect the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (all or such shorter period in which all part of the Requesting Series E Holders' Registrable Securities of and specifying the Holders included in number thereof to be registered by each such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering holder and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its viewintended method of disposition thereof, the number Company will, as expeditiously as possible, give written notice of securities requested such request to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant Act, subject to Section 5.26.1(f), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsof: (i) first, all the Registrable Securities which the Com pany has been so requested to be included in such registration register by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Requesting Series E Holders); and (ii) secondall other Registrable Securities which the Company has been requested to register by any other holder thereof by written request given to the Company within 30 calendar days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing provisions of subsection 6.1(b), the Company shall not be obligated to file more than one registration statement pursuant to this Section 6.1(b) and shall not be obligated to file any registration statement pursuant to this Section 6.1(b) where the proposed aggregate offering price of the securities to be sold thereunder is less than $5 million. (c) At such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), the holders of 10% of the then outstanding Registrable Securities shall have the right to request the registration of Registrable Securities on Form S-3. The Company shall give prompt written notice of each such proposed registration to all other record holders of Registrable Securities. Subject to Section 6.1(e) hereof, such other holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration by any other Holder (allocatedsuch of their Registrable Securities as such holders may request in such notice of election. Thereupon, if necessary the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be obligated to file and use its reasonable best efforts to cause an Adverse Effect to become effective (i) more than one registration on Form S-3 in any one year period or (ii) any such registration statement where the offering, pro rata among such other Holders on the basis proposed aggregate offering price of the relative number of shares of securities to be sold thereunder is less than $2 million. In addition, the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective more than three registration statements pursuant to which Registrable Securities requested are to be included in such registration by such other Holderssold pursuant to this Section 6.1(b). Three registrations effected on Form S-3 pursuant to this Section 6.1(b) shall not be counted as demand registrations pursuant to Section 6.1(a) hereof. (d) At such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), the Requesting Series E Holders shall have the right to request the registration of Registrable Securities on Form S-3. The Corporation Company shall give prompt written notice of such proposed registration to all other record holders of Registrable Securities. Subject to Section 6.1(f) hereof, such other holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be required obligated to effect any Demand Registration if the Board determines in good faith that due file and use its reasonable best efforts to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time cause to undertake a Public Offering; provided, that the Corporation may elect not to effect become effective (i) more than one registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right Form S-3 pursuant to this Section 5.1(d), the Corporation shall effect 6.1(d) or (ii) any such registration within one year following statement where the request for registrationproposed aggregate offering price of the securities to be sold thereunder is less than $2 million. A registration effected pursuant to this Section 6.1(d) shall not be counted as a demand registration pursuant to Section 6.1(b) hereof. (e) The Company may include in a registration requested under Sections 6.1(a) or 6.1

Demand Registration. (a) Either If at any time following the earlier of (x) 180 days after the effective date of the Sponsors may, at any time, make a written request registration statement for the First Public Offering and (together with y) the expiration of the period during which the managing underwriters for the First Public Offering shall prohibit the Company from effecting any other Sponsor Holder that such Sponsor includes in such requestpublic sale or distribution of Company Securities, the Company shall receive a joint request from the Quadrangle Entities and the CVC Entities (the “Demand SellersRequesting Shareholders”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition of such securities. The Corporation will thereof, then the Company shall promptly give written notice of such requested registration (each such request, a “Demand Registration”) at least 30 days 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Management Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Shareholders have requested to register by the Demand Sellers; registration under this Section 5.01, and (ii) subject to the restrictions set forth in Sections 5.01(e) and 5.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders that any other Shareholder entitled Shareholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under Section 5.02 (all such Shareholders, together with the Demand SellersRequesting Shareholders, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days 15 Business Days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered, provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than three Demand Registrations for the Institutional Shareholders, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted; provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $15,000,000. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (b) Promptly after the expiration of the 3015 Business Day-day period referred to in paragraph (ii) of this Section 5.1(a5.01(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request, . (c) The Company shall be liable for and pay all Registration Expenses in which case such request shall not be considered a connection with any Demand Registration. (bd) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Institutional Shareholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders entities on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), (ii) second, all Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder Registering Shareholder (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such other Holders Management Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Shareholder), and (iii) third, any securities proposed to be registered for the account of any other HoldersPersons (including the Company), with such priorities among them as the Company shall determine. (df) The Corporation shall not be required Upon notice to effect any Demand Registration if each Requesting Shareholder, the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d5.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Corporation shall effect Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration within one year following notice the request for registrationCompany reasonably believes would not be in the best interests of the Company.

Demand Registration. (ai) Either of the Sponsors may, at At any time, make each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder 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 Affiliated Holder 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 Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (together 3) Business Days after the Company receives the Affiliated Holder Demand Notice. (ii) During the Form S-3 Eligibility Period, any Non-Affiliated Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Non-Affiliated Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement on Form S-3 (or any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration equivalent or successor form under the Securities Act Act) registering the offering and sale of all or any portion of any such Demand Sellers’ Registrable Securities on the terms and specifying conditions specified in the Non-Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Non-Affiliated Holder Demand Registration”). The Non-Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Non-Affiliated Holder Demand Registration and the intended method methods of disposition thereof. (iii) Notwithstanding anything to the contrary herein, the Company shall not be required to effectuate a Demand Registration unless the amount of Registrable Securities set forth in the Demand Notice have an aggregate value of at least than $25 million based on the VWAP of such securities. The Corporation will promptly 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 requested registration Demand Notice to all Holders (a “Demand Registration”other than the Initiating Holder) at least 30 and, within thirty (30) days prior thereof (except if the Company is not then eligible to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) register for resale the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and on Form S-3, in which case, within ninety (ii90) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholdersdays thereof), together with the Demand Sellersshall, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all subject to the extent necessary to permit the disposition (limitations of this Section 2(a), file a Registration Statement in accordance with the intended methods thereof) 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 to be so registered. Promptly after the expiration of the 30-day period referred to that such Holders shall in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders 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 other Holders Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the number of shares of Registrable Securities requested requesting Holder as is required to be included thereindisclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). The If, following the receipt of written notice from the Company of a Demand Sellers requesting Notice, Eclipse Holdings elects to undertake a registration under this Section 5.1(a) mayResale Distribution to permit its Limited Partners to participate in such Demand Registration, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a Eclipse Holdings shall promptly send written notice to the Corporation revoking Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such requestLimited 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 case all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Demand Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request shall not be considered a Demand Registrationof an underwriter of the Company or the Company pursuant to this Agreement. (bv) A registration requested 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 this Section 5.1 a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall not be deemed to already have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained remains effective for a period under the Securities Act and is sufficient to permit offers and sales of at least 90 days (or such shorter period in which all Registrable Securities of on the Holders included terms and conditions specified in such registration have actually been sold thereunder)Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (cvi) If Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration involves from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a Public Offering and notice by a Selling Stockholder to the managing Underwriter for effect that the Selling Stockholder is withdrawing Registrable Securities such offering advises that the Corporation and remaining Registrable Securities are below the Holders who have requested to participate in such Public Offering, in writing, that, in its viewMinimum Amount, the number of securities requested Company shall cease all efforts to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion secure effectiveness of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)applicable Registration Statement. (dvii) The Corporation Subject to the limitations contained in this Agreement, the Company shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition on such appropriate registration form of the Corporation it is inappropriate at Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such time to undertake a Public Offeringregistration; provided, however, that (i) if the Corporation may elect not Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company), and (ii) any Non-Affiliated Demand Registration must be on Form S-3 (or any equivalent or successor form under the Securities Act). If at any time a Registration Statement on Form S-3 is effective and a Selling Stockholder provides written notice to the Company that it intends to effect registration an offering of all or part of the Registrable Securities included on such grounds only once 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 twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right Demand Registration pursuant to and in accordance with this Section 5.1(d2(a), the Corporation Company shall effect (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 Selling Stockholders shall reasonably request; provided, however, that no such registration within one year or 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 would be required to qualify to do business or register as a broker or dealer, and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such 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 Selling Stockholders to enable the Selling Stockholders 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 Selling Stockholder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request for registrationof such Selling Stockholder, 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; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the 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 have been registered on (but not yet sold under) such Registration Statement, other than the Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder.

Demand Registration. (a) Either of With respect to each Demand Registration undertaken for the Sponsors may, at any time, make a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration under the Securities Act of all or any portion account of any such Demand Sellers’ Registrable Securities Principal Stockholder Party up to (and specifying including) the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such second Demand Registration to that becomes effective as set forth in Section 4.1(b) hereof, and the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) distribution of the Registrable Securities to be so registered. Promptly after pursuant thereto, the expiration of Company shall bear all reasonable out-of-pocket fees, costs and expenses incurred by the 30-day period referred to in paragraph Company and each Participating Stockholder Party, including, without limitation, (i) all SEC and stock exchange registration and filing fees, (ii) stock exchange listing fees, (iii) fees and expenses of this Section 5.1(acompliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iv) printing expenses (including the Corporation will notify expense of printing Prospectuses), (v) messenger and delivery expenses, (vi) marketing expenses (including, without limitation, expenses in connection with road shows), (vii) reasonable fees and disbursements of counsel for the Company and each Principal Stockholder Party and their independent public accountants, and (viii) all Distribution Expenses (all such expenses being herein referred to herein as the Holders to be included in "REGISTRATION EXPENSES"). In the case of any Demand Registration of undertaken thereafter, the other Holders Participating Stockholder Parties shall bear all Registration Expenses incurred by the Company and the Participating Stockholder Parties in connection with such Demand Registration on a pro rata basis according to the relative number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested proposed to be included in such registration by the Participating Stockholder Parties; PROVIDED, HOWEVER, that any Registration Expenses attributable to any securities included in the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect Registration by the Company in accordance with Section 4.1(a)(i)(B) hereof shall be borne by the Company on the offering, a pro rata among such Holders on the basis of according to the relative number of shares of such Registrable Securities requested proposed to be included by it in such registration by such Holders)the registration; and and PROVIDED, FURTHER, that (iix) second, all Registrable Securities the Company shall bear up to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis a maximum of $25,000 for each Participating Stockholder Party of the relative number fees and disbursements of counsel for such Participating Stockholder Party and (y) except to the extent set forth in the foregoing clause (x), each Participating Stockholder Party shall bear the fees and disbursements of its counsel, independent public accountants and other advisors. Notwithstanding the foregoing, in the event that the ▇▇▇▇ Stockholders are issued shares of Registrable Common Stock in the Merger that have not been registered under the Securities requested Act, the ▇▇▇▇ Stockholders shall be entitled to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any exercise an additional Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition which all of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election Registration Expenses shall be borne by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationCompany.

Demand Registration. (a) Either of At any time following the Sponsors mayEffective Date, at subject to any timeLockup Period, make a upon the written request of any Holder (together with any other Sponsor Holder that such Sponsor includes in such requestcapacity, the a “Demand SellersParty”) requesting that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the amount and intended method of disposition of such securities. The Corporation thereof, the Company will (x) promptly (but in any event within five (5) days) give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders pursuant to Section 2.2 and all Piggy-Back Shareholders. Any Sponsor may elect other holders of Securities entitled to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities notice of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request registration, if any, and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, (y) as expeditiously as possiblepossible after a request for registration pursuant to this Section 2.1(a) is given to the Company, file a registration statement to effect the registration under the Securities Act of: (iA) the such Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand Sellers; andParty in accordance with the intended method of disposition thereof; (iiB) all other the Registrable Securities that any of other Shareholder entitled to request Holders which the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) Company has been requested the Corporation to register by written request received by given to the Corporation Company within 30 ten (10) days after the receipt by such Holders giving of such written notice given by the CorporationCompany pursuant to Section 2.2; and (C) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 2.1. Notwithstanding the extent necessary foregoing, the Company shall not be obligated to permit file a registration statement relating to any registration request under this Section 2.1(a) (i) unless the disposition (in accordance with the intended methods thereof) aggregate offering price of the Registrable Securities to be so registered. Promptly sold in such offering is reasonably expected to be at least $20 million or (ii) within a period of sixty (60) days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the expiration effective date of the 30-day period any other registration statement relating to any registration request under this Section 2.1(a) or relating to any registration referred to in paragraph (ii) Section 2.3. A Demand Party can withdraw all or any portion of this Section 5.1(a), the Corporation will notify all the Holders its Registrable Securities to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, 2.1 at any time prior and, upon receipt of notice thereof, the Company shall cease all efforts to the effective date secure effectiveness of the applicable registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registrationstatement. (b) A registration requested pursuant The Company shall use reasonable best efforts to this Section 5.1 shall not be deemed to have been effected unless cause the registration statement relating thereto filed pursuant to Section 2.1(a) to be declared effective by the SEC (iif such registration statement is not an automatic shelf registration statement) has promptly. The Company shall use reasonable best efforts to cause the registration statement to become effective under the Securities Act and (ii) has remained remain effective for a period of at least 90 one hundred and eighty (180) days (or such shorter period in which all Registrable Securities of the Holders included in such registration statement have actually been sold thereunder). (c) Each registration statement prepared at the request of a Demand Party shall be effected on such appropriate form as requested by the Demand Party and as shall be reasonably acceptable to the Company. (d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1. (e) If a Demand Registration requested registration pursuant to this Section 2.1 involves an underwritten offering, Holders of a Public Offering majority of the Registrable Securities participating in such offering shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company. For the avoidance of doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder’s Registrable Securities sold by the underwriters in such underwritten offering. (f) If a requested registration pursuant to this Section 2.1 involves an underwritten offering and the managing Underwriter for such offering underwriter advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, Company that, in its viewopinion, the number of securities requested to be included in such registration, or the type of securities Securities requested to be included in such registration (includingincluding Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, in each case, shares of Registrable Securities requested so as to be included by the Demand Sellers and shares of Registrable Securities requested likely to be included by other Holders pursuant to Section 5.2), would have an adverse effect on the price, timing or distribution of, or the market for, the Securities offered in such offering, including then the price at which number of such securities can Securities to be sold (an “Adverse Effect”), the Corporation will include included in such registration the largest number of Registrable Securities that, shall be allocated in the opinion following order of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: priority: (i) first, all up to the number of Registrable Securities requested to be included in such registration by the Demand Sellers Party and any Continuing Shareholder (allocatedsuch other Holders who have requested to have Registrable Securities included in such registration pursuant to Section 2.2, if necessary not which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to cause an Adverse Effect on the offeringabove, which number of Registrable Securities shall be allocated pro rata among such the Demand Party and the requesting Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders)statement; and and (ii) second, and only if all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included by the Demand Party and such other Holders who have requested to have Registrable Securities included in such registration by such other Holders)pursuant to Section 2.2 have been included, the number of Securities the Company proposes to sell that, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above. (dg) The Corporation Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled, upon written notice to all applicable Holders, to postpone the filing or the effectiveness of a registration statement filed pursuant to this Section 2.1 for a reasonable period of time, which shall not be required to effect exceed (i) two occasions during any Demand Registration twelve (12)-month period or (ii) thirty (30) days in succession on any one occasion, if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; providedand in its reasonable judgment, after consultation with counsel, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date filing or effectiveness of such election by registration statement would require the Corporationdisclosure of material, non-public information that would otherwise not be required to be disclosed and that the Company has a bona fide business purpose for preserving as confidential. If The Company shall immediately notify the Corporation exercises its right pursuant Holders in writing once the Company is able to this Section 5.1(d)proceed with the filing or effectiveness of the registration statement and prepare any necessary amendments or supplements thereto such that the registration statement will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the Corporation shall effect such registration within one year following the request for registrationcircumstances under which they were made, not misleading.

Demand Registration. (a) Either of Subject to the Sponsors maylimitations set forth in this Agreement, at any time, make a written request (together with any other Sponsor Holder that such Sponsor includes in such requesttime after the date which is 90 days after the Closing Date, the “Demand Sellers”) that Holder may request the Corporation effect the registration Company to register under the Securities Act of Act, all or any portion (but not less than $2.0 million of the Holder's Restricted Securities) of its Restricted Securities for sale on terms and conditions comparable to those normally applicable to offerings of equity securities in similar circumstances as determined by the Company on Form S-3 or such other form as the Company deems appropriate; provided, however, that the request for registration must be for a Shelf Registration Statement pursuant to Rule 415 under the Securities Act. The Company shall be obligated to register Restricted Securities pursuant to this Section 2.2(a) on two occasions only, provided, however, that such registrations shall be counted only if (A) the corresponding Registration Statements have become effective under the Securities Act, and (B) the public offerings have been consummated on the terms and conditions specified therein or if not consummated, such failure was not attributable to an action taken by the Company. The Company shall be entitled to include in any Shelf Registration Statement filed pursuant to this Section 2.2(a) securities of the Company held by any other shareholder of the Company and, in an underwritten public offering, Common Stock of the Company to be sold by the Company for its own account so long as the inclusion of such Demand Sellers’ Registrable additional securities will not result in a decrease of the amount of Restricted Securities to be registered pursuant to this Section 2.2(a). (b) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 2.4 below and specifying shall use its reasonable efforts to effect such registration to permit the sale of the Restricted Securities being sold in accordance with the intended method or methods of disposition of such securities. The Corporation will promptly give written notice of such requested registration distribution thereof (a “Demand Registration”) at least 30 days prior as indicated in the information furnished to the anticipated filing date of the registration statement relating Company pursuant to such Demand Registration Section 2.2(c)). Subject to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsSection 2.2(d), the Corporation will Company shall use its reasonable best efforts to effectkeep each such Shelf Registration Statement continuously effective, supplemented and amended as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held required by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (iiprovisions of Section 2.2(d) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit ensure that it is available for resales of Restricted Securities by the disposition (in accordance Holder, and to ensure that it conforms with the intended methods thereof) requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Registrable Securities Commission as announced from time to time, for a period of 18 months from the Effective Time or such longer period as required by Section 2.2(d) or such shorter period that will terminate when all the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or otherwise cease to be so registeredRestricted Securities (the "Effective Period"). Promptly after Upon the expiration occurrence of any event that would cause any Shelf Registration Statement or the 30-day period referred Prospectus contained therein (i) to in paragraph contain a material misstatement or omission or (ii) not to be effective and usable for sale or resale of Restricted Securities during the period required by this Section 5.1(aAgreement, the Company shall file promptly an appropriate amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference, in the case of clause (i), correcting any such misstatement or omission, and, in the Corporation will notify all the Holders case of either clause (i) or (ii), use its reasonable efforts to cause such amendment to be included in the Demand declared effective and such Registration of the other Holders Statement and the number of shares of Registrable Securities requested related Prospectus to be included therein. The Demand Sellers requesting a registration under this Section 5.1(abecome usable for its intended purpose(s) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registrationas soon as practicable thereafter. (bc) A registration requested The Holder may not include any of its Restricted Securities in a Shelf Registration Statement pursuant to this Section 5.1 shall not be deemed Agreement unless and until such Holder furnishes to have been effected unless the registration statement relating thereto (i) has become effective Company in writing, within 30 Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act and (ii) has remained effective such other information as the Company may reasonably request for use in connection with a period of at least 90 days (Shelf Registration Statement or such shorter period Prospectus or preliminary Prospectus included therein and in which any application to the NASD. The Holder agrees to furnish promptly to the Company all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested information required to be included disclosed in such registration, or order to make the type of securities requested information previously furnished to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration Company by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)materially misleading. (d) The Corporation shall not be required Notwithstanding anything to effect any Demand Registration the contrary contained herein, if (x) the Board determines in good faith that due to business or market conditions the registration and distribution of Restricted Securities (or the business use of any such Shelf Registration Statement or financial condition the Prospectus contained therein) would interfere with any proposed or pending material corporate transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof or would require the Company to disclose information that the Company has not otherwise made public and that the Company reasonably determines is in the best interests of the Corporation it is inappropriate Company not to disclose at such time time, and (y) the Company notifies the Holder in writing not later than three days following such determination (such notice a "Blackout Notice"), the Company may (A) postpone the filing of such Shelf Registration Statement or (B) allow such Shelf Registration Statement to undertake fail to be effective and usable or elect that such Shelf Registration Statement not be usable for a Public Offeringreasonable period of time, but not in excess of 30 days (a "Blackout Period"); provided, however, that the Corporation may elect aggregate number of days included in all Blackout Periods shall not exceed 90 during any consecutive 12 months and shall not exceed 150 during the period specified in Section 2.2(b) of this Agreement; and provided, further, that the Effective Period referred to effect registration on such grounds only once in any twelve-month period beginning on the date of such election Section 2.2(b) during which a Shelf Registration Statement is required to be effective and usable shall be extended by the Corporation. If aggregate number of days during which such Shelf Registration Statement was not effective or usable pursuant to the Corporation exercises its right foregoing provisions. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a Shelf Registration Statement in respect of Restricted Securities pursuant to this Section 5.1(d)2.2 if: (i) the Company has previously filed a Shelf Registration Statement with respect to Restricted Securities, and a period of at least 180 days has not elapsed from the Corporation shall effect date on which the Effective Period of such registration within one year following Shelf Registration Statement has expired; and (ii) the request for registrationCompany has previously filed a Company Registration Statement pursuant to which Restricted Securities have been registered under Section 2.3 hereof, and a period of at least 120 days has not elapsed from the Effective Time of such Company Registration Statement.

Demand Registration. (a) Either Subject to the terms and conditions of this Agreement, on or after the earlier of (i) the first anniversary of the Sponsors mayClosing Date or (ii) the registration of shares of Common Stock (other than Broker Shares) held by the Founders or any shareholder holding at least 5% of the Company's then outstanding Common Stock (calculated as though all shares of Preferred Stock are converted into Common Stock), the Purchasers or their Permitted Transferees holding in the aggregate at any time, least 40% of the outstanding Registrable Securities may make a two (2) written request (together with any other Sponsor Holder that such Sponsor includes in such request, to the “Demand Sellers”) that the Corporation effect the Company for registration under the Securities Act of all or the sale of Registrable Securities held by such Registering Purchasers (the "Demand Registration"); provided that (i) BellSouth shall be one of the Purchasers making such request and (ii) the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Agreement within any portion 12-month period. Promptly following receipt of any such request for a Demand Sellers’ Registration under this Section 8.2.1(a), the Company shall immediately notify any holders of Registrable Securities from whom a request for a Demand Registration has not been received and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to shall include in such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any such Registrable Securities as such holders may specify in writing within 10 Business Days after receipt of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor notice. The Company shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, cause such registration statement to become effective as expeditiously soon as possible, possible and remain effective for the registration under period ending on the Securities Act of: earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers. (b) The Company shall have the right to include its securities sold on its behalf or on behalf of any other stockholder in any registration initiated as a Demand Registration; provided that: (i) such securities are of the same class as the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellersincluded in such registration; and (ii) all other Registrable Securities that if any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities covered by such registration are sold in an underwritten offering, the Company or such other stockholder agrees in writing to sell its securities on the same terms and conditions as apply to the Registrable Securities being sold; and (iii) if any of the Registrable Securities covered by such registration are to be so registered. Promptly after sold in an underwritten offering and the expiration managing underwriter of such underwritten offering reasonably determines in good faith and advises the 30-day period referred to parties that the inclusion in paragraph (ii) such underwritten offering of this Section 5.1(a), the Corporation will notify all the Holders securities proposed to be included in such offering would materially and adversely affect the success of the underwritten offering, then the Company shall include in such registration (but only to the extent of the number of securities that the Company is so advised can reasonably be sold in such offering), FIRST all Registrable Securities duly requested to be registered in such Demand Registration, SECOND any securities the Company is required to register pursuant to the Registration Rights Agreement, THIRD any other securities held by Persons who received contractual registration rights with respect thereto prior to the date of this Agreement, FOURTH any securities that the Company wishes to register for its own account and FIFTH any securities held by Persons who received contractual registration rights with respect thereto after the date of this Agreement; in each case, determined on a pro rata basis if there is more than one holder of such Registrable Securities or securities, as the case may be. Whenever a registration requested pursuant to this Section is for an underwritten offering, only securities which are to be distributed by the underwriters may be included in the registration. (c) The Company shall have the right to select the managing underwriter to administer the Demand Registration if such Demand Registration is an underwritten offering, subject to the approval of BellSouth, which approval shall not be unreasonably withheld or delayed. The Registering Purchasers and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting, provided that (x) the Registering Purchasers shall have the right to negotiate the economic terms of the other Holders offering and (y) such underwriting agreement shall be approved by the number of shares of Registrable Securities requested Registering Purchasers, such approval not to be included therein. The Demand Sellers requesting unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the Company will be entitled to postpone the filing of a registration under statement required to be filed by it pursuant to this Section 5.1(aAgreement for ninety (90) maydays, if (i) at any time prior to the effective date filing of such registration statement a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such registration and offering is reasonably likely to materially interfere with or otherwise have a material adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries and (ii) the Company gives the Registering Purchasers written notice of such postponement, provided that such postponements may not in any 365-day period occur more than once, and, provided further, that in the event of any such withdrawal or termination of effectiveness, such registration shall not act as a registration effected for purposes of Section 8.2.1(a). Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event of such postponement, the Company will file such registration statement relating as soon as practicable after it determines, in its good faith business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 8.2.1(d), but in no event more than ninety (90) days after that date that such registration statement would otherwise have been filed, provided that the Registering Purchasers shall have the right to such registration, revoke such withdraw their request without liability to any of the other Holders for Demand Registration by providing a giving written notice to the Corporation revoking Company within ninety (90) days of receipt of the notice of postponement, and in the event of such requestwithdrawal, in which case such the request so withdrawn shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have not been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder)made. (ce) If Each Registration Statement in respect of a Demand Registration involves a Public Offering will be for the offering and sale of such Registrable Securities on such basis as the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public OfferingRegistering Purchasers reasonably request; provided, in writinghowever, that, in its viewexcept as expressly set forth herein, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation Company shall not be required to effect register such Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act. (f) The Company shall promptly prepare and file with the Commission such amendments to the registration statements as may be necessary to keep such registration statements effective in accordance with this Section 8.2.1. (g) Notwithstanding anything to the contrary in this Agreement, if at any Demand Registration if time after the filing of a registration statement, before or after it is declared effective by the Commission, a majority of the Board determines of Directors of the Company determines, in its good faith business judgment, that due such registration and the offering of Registrable Securities covered by such registration statement is reasonably likely to business materially interfere with or market conditions otherwise have a materially adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the business Company or financial condition any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require that no distribution of any Registrable Securities be initiated or continued, as the case may be (a "Blackout Period"), by giving written notice to the Registering Purchasers. Any such notice need not specify the reasons for such suspension if a majority of the Corporation it Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development. In the event that such notice is inappropriate at given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such time registration and distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to undertake a Public Offering; the Registering Purchasers, the Company's obligations under this Article VIII will be suspended, provided, that such suspension shall not exceed the Corporation may elect not first to effect occur of (x) the filing of the Company's next filing with the Commission and (y) ninety (90) days. The Company shall extend the period of time the Company is required to maintain effective any registration on such grounds only once in statement required pursuant to Section 8.2.1 by a length of time equal to the aggregate length of the Blackout Periods. In the event of any twelve-month period beginning on the date suspension of such election by the Corporation. If the Corporation exercises its right a registration pursuant to this Section 5.1(d8.2.1(g), the Corporation Registering Purchasers shall effect be entitled to withdraw from such registration within one year following upon written notice to the Company, and in the event of such withdrawal, the request for registrationso withdrawn shall be deemed to have not been made.

Demand Registration. (a) Either If one Shareholder or a group of Shareholders holding not less than 15% of the Sponsors may, at any time, make a written request then Registrable Securities (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand SellersRequesting Shareholders”) request that the Corporation effect the Company file a registration under the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration statement (a “Demand Registration”) and the Company is not eligible to use Form S-3 (or a successor to Form S-3) in connection with the resale of the Registrable Securities to be sold pursuant to the registration statement, the Company: (i) shall promptly give notice thereof at least 30 days ten Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to all Shareholders (not including the other Sponsor Holders and all Piggy-Back Demand Requesting Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the ); (ii) shall file such registration statement under the Securities Act of all or any portion of any Registrable Securities within 45 days after the occurrence of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request request; and specifying the intended method of disposition of such securities, whereupon such Sponsor (iii) thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i1) subject to the restrictions set forth in Sections 2.01(e), all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Shareholders have requested to register by the Demand Sellersregistration under this Section 2.01; and (ii2) subject to the restrictions set forth in Sections 2.01(e), all other Registrable Securities of the same class as those requested to be registered by the Demand Requesting Shareholders that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration Shareholders (all such Shareholders, together with the Demand SellersRequesting Shareholders, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 seven days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) method of disposition specified by the Registering Shareholders of the Registrable Securities Securities) so to be so registered. . (b) Promptly after the expiration of the 30seven-day period referred to in paragraph clause (ii) of this Section 5.1(a2.01(a)(2), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Demand Requesting Shareholders (by majority vote) may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such request shall not be considered a revoked request), or (ii) the Demand RegistrationRequesting Shareholders or any other Shareholder or Shareholders reimburse the Company for all Registration Expenses of such revoked request. (bc) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, unless the Demand Requesting Shareholders elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (1) unless the registration statement relating thereto (iA) has become effective under the Securities Act Act, and (iiB) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (2) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than a majority of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (ce) If a Demand Registration involves an underwritten Public Offering, the holders of a majority of the Registrable Securities to be sold in the Public Offering shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering, subject to consent of the Company, which consent will not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Registering Shareholders that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i1) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder all Registering Shareholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Shareholders on the basis of the relative number of shares Registrable Securities held by each such Shareholder); and (2) second, any securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement). (f) Upon notice to the Registering Shareholders, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) the Company reasonably determines that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (g) Notwithstanding anything that may be to the contrary in this Article 2, if the Common Shares are then listed on a national securities exchange and Rule 144 is available in connection with a sale of Registrable Securities, then the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such registration by Demand Registration equals or exceeds $20,000,000 or such Holders); and (ii) second, lesser amount that constitutes all the Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number Demand Requesting Shareholders (provided that such lesser amount is at least $10,000,000) or all of shares of the Registrable Securities requested then outstanding. Notwithstanding anything that may be to be included the contrary in such registration by such other Holders). (d) The Corporation this Article 2, the Company shall not be required to effect (A) more than one registration pursuant to Section 2.01 hereunder within any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelvesix-month period beginning on period, or (B) more than three Demand Registrations hereunder in the date of such election by aggregate. (h) Notwithstanding anything that may be to the Corporation. If the Corporation exercises its right pursuant to contrary in this Section 5.1(d)Article 2, the Corporation Company shall effect such registration within one year following not be obligated to register any Registrable Securities unless the request for registrationholder thereof has notified the Company in writing of its intended method of distribution in a timely manner.

Demand Registration. (a) Either From and after January 1, 2001, the Holders of at least 66 2/3% of the Sponsors may, at any time, make a written request (together with any other Sponsor Holder then outstanding Registrable Securities may notify the Company in writing that such Sponsor includes in Holders desire for the Company, to cause all or a portion of such notifying Holders' Registrable Securities to be registered for sale to the public under the Securities Act. Upon receipt of such written request, the “Demand Sellers”) that the Corporation effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation Company will promptly give written notice notify in writing all other Holders of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that request, which Holders shall within twenty days following such Sponsor includes notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such request and specifying offering. The Company will, promptly following the intended method of disposition expiration of such securitiestwenty day period, whereupon such Sponsor shall be deemed prepare and file subject to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsprovisions of this Section 1, the Corporation will and use its reasonable best efforts to effectprosecute to effectiveness, as expeditiously as possiblein appropriate filing, with the SEC of a registration statement covering such Registrable Securities and the proposed sale or distribution thereof under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand RegistrationAct. (b) A Notwithstanding anything in this Section 1.2 to the contrary, the Company shall not be obligated to prepare or File any registration requested statement pursuant to this Section 5.1 shall not be deemed 1.2 or to have been effected unless prepare or file any amendment or supplement thereto, at any time when the registration statement relating thereto Company, in the good faith judgement of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities Pursuant thereto, (i) has become effective under would materially, adversely affect a pending or proposed public offering of the Securities Act and Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) has remained effective would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby, of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.2 for a period of at least 90 no longer than 180 days (or but only once in every twelve month period) after the delivery of such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder)demand notice. (c) If a Demand Registration involves a Public Offering and Notwithstanding anything in this Section 1.2 to the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: contrary: (i) first, all the Company shall not be required to effect the registration of the Registrable Securities requested pursuant to be included this Section 1.2 more than one time in such registration by any twelve month period and no more than three times in the Demand Sellers aggregate; and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation Company shall not be required to effect any Demand Registration if such registration unless at least $10 million of Registrable Securities are to be sold in such registration (with such amount being determined based on the Board determines in good faith that due to business or market conditions or the business or financial condition price of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning Common Stock on the date of such election by the Corporationinitiating Holder(s) request). If the Corporation exercises its right any registration pursuant to this Section 5.1(d1.2 is in the form of an underwritten offering, the Company will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering, which investment bankers must offer terms which are reasonably competitive in the marketplace for similar size companies and similar offerings. The Company shall (together with all Holders proposing to distribute Registrable Securities through such underwriting) enter into an underwriting agreement, containing usual and customary terms, with the managing underwriter selected for such underwriting. If any holder of Registrable Securities disapproves of the terms of the underwriting such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration. (d) If any registration statement under this Section 1.2 is not declared effective (except for the reasons specified in Section 1.9 below and except as a result of Holders withdrawing Registrable Securities), then the Corporation holders of Registrable Securities may request an additional registration under this Section 1.2. (e) No registrations effected under this Section 1.2 shall relieve the Company of its obligations to effect such registration within one year following any registrations under, and pursuant to the request for registrationterms of. Sections 1.3 and 1.4 hereof.

Demand Registration. (a) Either At any time after the six month anniversary of the Sponsors mayRegistration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares may on two occasions give the Company written notice (a “Demand Notice”) requiring the Company to file a Registration Statement covering the sale or distribution of, at any timesuch Shareholders’ option, make a written request either (together with any other Sponsor Holder that x) ADSs representing the Registrable Shares owned by such Sponsor includes Shareholders, or (y) in such request, the “Demand Sellers”) event that the Corporation effect the registration Company shall have previously registered under the Securities Act the sale to the public of all or preferred shares, the Registrable Shares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any portion reasonable and lawful method of any distribution selected by them; and (ii) the Company shall within 10 days after receipt of such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly Notice give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back ShareholdersShareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, as applicable) that such Shareholders shall request the Company to include therein by written notice given to the Company no more than 20 days after receipt of such notice from the Company. Any Sponsor may elect The Company shall thereafter use its commercially reasonable efforts to join in the request of a Demand Seller that the Corporation effect the registration of the Registrable Shares (and/or ADSs representing any Registrable Shares owned by them, as applicable) identified by the Shareholders in the preceding clauses (i) and (ii) as soon as practicable, but in any event within 90 days from receipt of the Demand Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate the managing underwriter for such offering, subject to the approval of the Shareholders holding a majority of the Registrable Shares included referred to in the Demand Notice (such approval not to be unreasonably withheld). (b) The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a); or (ii) any Registration Statement pursuant to Section 2(a) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act of all or any portion of any Registrable Securities of such Sponsor successor forms thereto) pursuant to which New Preferred Shares or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed ADSs representing New Preferred Shares are to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration or were sold under the Securities Act of(A) has been filed and not withdrawn or has been declared effective within the prior 180 days and (B) in connection with any such registration statement that has not been declared effective, the Company is in good faith using commercially reasonable efforts to cause such registration statement to become effective. (c) With respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares (or any ADSs representing Primary Shares or Other Shares); provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing all Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Securities then Shares (and/or ADSs representing Registrable Shares, as applicable) held by the Demand Sellers Shareholders requesting that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days Shares (or such shorter period in which all ADSs representing Registrable Securities of the Holders Shares, as applicable) be included in such registration have actually been sold thereunderpursuant to Section 2(a). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, pro rata based upon the number of securities requested Registrable Shares (or ADSs representing Registrable Shares, as applicable) owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders to be included in such registrationunderwriting shall not be reduced unless all Primary Shares and Other Shares (and/or ADSs representing Primary Shares and Other Shares, as applicable) are first entirely excluded from the underwriting; (ii) second, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration shall not be counted as “effected” for the purposes of this Section 2 and shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the underwriter’s cutback provisions in this clause (c), fewer than one-half of the total number of Registrable Shares or ADSs representing Registrable Shares, as applicable, that the type of securities Shareholders have requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)statement are actually included. (d) The Corporation A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the SEC by written notice to the Company from those Shareholders who initiated the request; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the time of such rescission, the Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to effect reimburse the Company for any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelveout-month period beginning on the date of such election of-pocket expenses incurred by the Corporation. If the Corporation exercises its right Company in connection with such rescinded registration and such rescinded registration shall not count as a registration initiated pursuant to this Section 5.1(d2 for purposes of clause (i) of subsection (b), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either of the Sponsors mayIf, at any time, make time following one hundred and eighty (180) days after the effective date of the registration statement for a written request (together with any other Sponsor Holder that such Sponsor includes in such requestPublic Offering, the Company shall receive a request from the Designated Holders holding at least five percent (5%) Registrable Securities then outstanding (the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration of the Registrable Securities under the Securities Act of all or any portion such Requesting Shareholder’s Registrable Securities where the anticipated gross proceeds (before the deduction of any such discounts or commissions) would be at least US$200 million (the “Demand Sellers’ Registrable Securities and specifying Threshold”), then the intended method of disposition of such securities. The Corporation will Company shall promptly give written notice of such requested registration (each such request, a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Shareholder has been so requested to register by the Demand Sellersregistration under this Section 1; and (ii) subject to the restrictions set forth in Sections 1(e) and 2, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any other Shareholder entitled Shareholders with rights to request the Corporation to include their Registrable Securities in a Piggy-Back Registration registration under this Section 1 (all such Shareholders, together with the Demand SellersRequesting Shareholders, and any Shareholders participating in a Piggyback Registration pursuant to Section 2, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register by written request received by the Corporation Company within 30 days five (5) Business Days after such Shareholders receive the receipt by such Holders Company’s notice of such written notice given by the CorporationDemand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered; provided that, subject to Section 1(d), the Company shall not be obligated to effect more than three (3) Demand Registrations for such Requesting Shareholder, other than Demand Registration to be effected pursuant to a Registration Statement on Form F-3, for which an unlimited number of Demand Registrations (including Shelf Offerings) shall be permitted. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six- (6-) month period, provided that this restriction shall not apply to the filing of a Shelf Registration Statement and a Shelf Offering off such Shelf Registration Statement. Annex A-1 (b) Promptly after the expiration of the 30-day five- (5-) Business Day period referred to in paragraph (ii) of this Section 5.1(a1(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (ai) Either of At any time during the Sponsors mayfive-year period following the Effective Time, at any time, one or more Requesting Purchasers may make a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the “"Demand Sellers”Notice") that the Corporation effect the for registration under the Securities Act of all or any portion (a "Demand Registration") of any such Demand Sellers’ Registrable Securities (such securities are herein referred to as "Demand Securities") held by such Requesting Purchasers. The Demand Notice will specify the number of Demand Securities proposed to be sold and specifying will also specify the intended method of disposition thereof. Once given, a Demand Notice will be irrevocable. Following receipt of a Demand Notice from such securities. The Corporation Requesting Purchasers, the Company promptly will promptly give written notice of such the requested registration (to all other Purchasers, and will thereafter file a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such on any appropriate form which will cover (1) the Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller Securities that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation Company has been so requested to register by such Requesting Purchasers, (2) all other Demand Securities that the Demand Sellers; andCompany has been requested to registered by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration and (3) any other securities the Company determines to register for its own account. (ii) all Unless the Requesting Purchasers shall consent in writing, no party (other Registrable Securities that than the Company or any other Shareholder entitled Purchaser) shall be permitted to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all offer securities under any such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included thereinRegistration. The Company shall not be required to effect more than three Demand Sellers requesting a registration Registrations under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) 2(a). A registration requested pursuant to this Section 5.1 shall 2(a) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the registration statement Registration Statement relating thereto (i) has become effective under the Securities Act and (ii) Act; provided, however, that if, after such Registration Statement has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities become effective, the offering of the Holders included in Demand 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 actually been sold thereundereffected (and it shall not count as one of the three Demand Registrations). (ciii) If a the Requesting Purchasers so elect, the offering of Demand Registration involves a Public Offering Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate Participating Purchasers that in such Public Offering, in writing, that, in its view, their view the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by offering is sufficiently large so as to materially and adversely affect the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the success of such offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included Company will include in such registration the aggregate number of Demand Securities which in the view of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Demand Securities may be excluded before all securities proposed to be sold by the Company and any other Person have been excluded. If any Demand Securities are excluded, such Holders); andregistration (iiiv) secondNotwithstanding anything in this Agreement to the contrary, all Registrable Securities the Company may postpone the filing, effectiveness, supplementing or amending of a Registration Statement (a "Demand Suspension Notice") for up to be included 90 days if, in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis good faith judgment of the relative number Company's Board of shares Directors, the registration or sale of Registrable the Demand Securities requested would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to be included make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided further, however that the Company may not give more than one Demand Suspension Notice in any 12 month period. If the Company shall deliver any Demand Suspension Notice with respect to any Demand Registration, such registration by such other Holders). (d) The Corporation Demand Registration shall not be counted in determining whether the Company is required to effect any file more than three Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right Registrations pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationAgreement.

Demand Registration. (a) Either Request. With respect to (x) Registrable Securities for which the applicable Lock-up Period has expired pursuant to the terms of this Agreement and (y) any Registrable Securities held by the Fund Investor, (i) any Major Investor holding not less than 10% of the Sponsors mayRegistrable Securities held by all VWE Investors, at any time(ii) Sponsor, or (iii) the Fund Investor (such Investor or Investors being, collectively, a “Demanding Investor”) may make a written request (together to Parent for the Registration with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration SEC under the U.S. Securities Act of all or any portion part of such Demanding Investor’s Registrable Securities, which request will specify the number of shares of Registrable Securities to be disposed of by such Demanding Investor and the proposed plan of distribution therefor. Upon the receipt of any such Demand Sellers’ Registrable Securities and specifying request for Registration pursuant to this Section 4.1(a), Parent will promptly notify the intended method other Investors of disposition the receipt of such securitiesrequest. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to Upon the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion receipt of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes request for Registration made in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis accordance with the other Demand Sellers. Upon receiving such requeststerms of this Section 4.1(a), the Corporation Parent will use its reasonable best efforts to effect, as expeditiously as possibleat the earliest practicable date, the registration such Registration under the U.S. Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation Parent has been so requested to register Register by the Demand Sellers; Demanding Investor, and (ii) all other Registrable Securities that any Parent has been requested to Register by the other Shareholder entitled Investors pursuant to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation given to Parent within 30 15 days after the receipt by such Holders giving of such written notice given by Parent to such other Investors of the request by the CorporationDemanding Investor; all to the extent necessary to permit the disposition (in accordance with the intended methods thereofSection 4.1(b)) of the Registrable Securities so to be so registered. Promptly after the expiration Registered; provided that, (A) Parent will not be required to effect more than a total of the 30-day period referred six demand Registrations pursuant to in paragraph (ii) of this Section 5.1(a)4.1(a) for the VWE Investors and the Fund Investor, collectively, and will not be required to effect more than a total of three demand Registrations pursuant to this Section 4.1(a) for Sponsor; (B) if the Corporation intended method of distribution is an underwritten public offering, then Parent will notify all not be required to effect such Registration pursuant to this Section 4.1(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if Parent has previously effected a Registration pursuant to this Section 4.1(a) or has previously effected a Registration of which notice has been given to the Holders Investors pursuant to Section 4.2 or Section 4.3, then Parent will not be required to effect any Registration pursuant to this Section 4.1(a) until a period of 180 days will have elapsed from the date on which such previous Registration ceased to be effective; (D) any Investor whose Registrable Securities were to be included in the Demand any such Registration pursuant to this Section 4.1(a), by written notice to Parent, may withdraw such request and, on Parent’s receipt of the other Holders and the notice of such withdrawal with respect to a number of shares of Registrable Securities requested such that the Investor that has not elected to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall withdraw does not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities thathold, in the opinion of aggregate, the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number requisite amount of shares of Registrable Securities requested to require or initiate a request for a Registration under clause (E) of this Section 4.1(a), Parent will not be included in required to effect such registration by Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay the Expenses related to such HoldersRegistration, then the request for Registration will not be counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 4.1(a); and (iiE) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall Parent will not be required to effect any Demand Registration if to be effected pursuant to this Section 4.1(a) unless the Board determines shares of Registrable Securities proposed to be sold in good faith that due to business or market conditions or such Registration have an aggregate price (calculated based upon the business or financial condition Market Price of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on shares of Registrable Securities as of the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationrequest) of at least $10,000,000.

Demand Registration. (a) Either Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section 3, any Holder or group of Holders holding, in the aggregate, thirty-five percent (35%) or more of the Sponsors may, at any time, make a written request Registrable Securities then issued and outstanding (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand SellersOutstanding Amount”) that shall have the Corporation effect right, by written notice given to the registration Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the Registrable Securities requested to be registered constitute at least thirty-five percent (35%) of the Outstanding Amount. Each request for a Demand Registration shall be in writing and shall specify the approximate aggregate number of Registrable Securities requested to be registered (which aggregate number of Registrable Securities must either (i) have a value equal to at least $15,000,000 based on the closing price of such securities on the last trading day prior to the date of such request or, in the case no closing price is available, at the anticipated price offered to the public or (ii) equal the total number of Registrable Securities held by a Holders with respect to any Holder. In no event shall the Company be obligated to effectuate more than two (2) Demand Registrations in any 12-month period. A registration shall not count as a Demand Registration until it has become effective. In no event shall Shelf Registrations (and any other filing made pursuant to Section 2 hereof) or Shelf Takedowns be deemed to constitute Demand Registrations. (b) Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Sellers’ Notice), notify all other Holders, if any, of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration, including any Shelf Takedown thereunder, involves an underwritten offering and specifying the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities to be included in such offering 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 Registrable Securities to be offered shall be distributed amongst the participating Holders according to each Holder’s overall percentage of ownership in the Company. In the event of such a pro-rata distribution, to the extent that any Holder (or Holders) has not submitted a Demand Notice, or withdraws from the underwriting, then those Shares that would have been allocated pro-rata to the non-participating Holder if they had participated shall be distributed amongst the participating Holders, pro rata according to each participating Holder’s overall percentage of ownership in the Company. (c) The Company, within thirty (30) days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 3(a), 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, in accordance with the intended method or methods of disposition distribution, of the total number of Registrable Securities specified by the Holders in such securities. The Corporation will promptly give written notice of such requested registration Demand Notice (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such ). Any Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in may, at the request of the Holders submitting the Demand Notice, be a Demand Seller Shelf Registration. (d) The Company shall use reasonable best efforts to keep each Registration Statement filed pursuant to this Section 3 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 twenty (120) days from the Corporation effect date on which the registration under SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of three (3) years from the date on which the SEC declares such Registration Statement effective, in either case (x) until such earlier date as all of the Registrable Securities Act 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. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all or Delay Periods and all Interruption Periods occurring with respect to such Registration and such period and any portion of extension thereof is hereinafter referred to as the “Effectiveness Period”. If any Registrable Securities remain issued and outstanding after thirty (30) full months following the initial effective date of a Shelf Registration filed pursuant to this Section 3, upon the request of Holder(s) of at least ten percent (10%) of the Registrable Securities then issued and outstanding, the Company shall, within thirty (30) days of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request request, file a new Shelf Registration and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will thereafter use its reasonable best efforts to effectcause to be declared effective as promptly as practical, as expeditiously as possiblesuch new Shelf Registration. (e) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 3, or suspend the use of any effective Registration Statement under this Section 3, for a reasonable period of time, if the Board of Directors of the Company determines in the Board of Directors’ reasonable good faith judgment that the registration under and distribution of the Registrable Securities Act of: covered or to be covered by such Registration Statement would (i) materially interfere with any pending material financing, acquisition, disposition, or corporate reorganization involving the Company or any of its subsidiaries, taken as a whole, (ii) require premature disclosure thereof, or (iii) be seriously detrimental to the Company and its stockholders, which such determination shall be made by a majority of the members then serving on the Company’s Board of Directors, and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the Registrable Securities then held by aggregate number of days included in all delay periods during any consecutive twelve (12) months shall not exceed the Demand Sellers that aggregate of (x) forty-five (45) days minus (y) the Corporation has been so requested to register by the Demand Sellers; and number of days occurring during all Interruption Periods during such consecutive twelve (12) months and (ii) all other a period of at least ninety (90) days shall elapse between the termination of any delay period or Interruption Period and the commencement of the immediately succeeding delay period. If the Company 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 any other Shareholder were to be registered to the Company within forty-five (45) days after receipt of the notice of postponement or, if earlier, 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 3). The Company shall not be entitled to request the Corporation to include their Registrable Securities in initiate or continue a Piggy-Back Registration delay period unless it shall (A) concurrently prohibit sales by all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt other security holders under registration statements covering securities held by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition other security holders and (B) in accordance with the intended methods thereofCompany’s policies from time to time in effect, forbid purchases and sales in the open market by directors and executive officers of the Company. (f) The Company shall not include any securities (whether for its own account or otherwise) that are not Registrable Securities in any Registration Statement filed pursuant to this Section 3 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement. Any such securities so included shall be subject to the cut-back provisions of Section 3(a)(ii). (g) Holders of a majority in number of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred included in a Registration Statement pursuant to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) 3 may, at any time prior to the effective date of the registration statement Registration Statement relating to such registrationRegistration, revoke such request without liability to any of the other Holders (a “Demand Request”) by providing a written notice to the Corporation Company revoking such request. Any such Demand Request so withdrawn, in which case prior to filing a Registration Statement pursuant to such request Demand Request with the SEC, shall not be considered a Demand Registration. (b) A counted for purposes of determining the number of requests for registration requested to which the Holders of Registrable Securities are entitled pursuant to this Section 5.1 3. Any such Demand Request so withdrawn after filing the Registration Statement pursuant to the Demand Request to which such Registration Statement relates with the SEC shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective counted for a period purposes of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, determining the number of securities requested requests for registration to be included in such registration, or which the type of securities requested to be included in such registration (including, in each case, shares Holders of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right are entitled pursuant to this Section 5.1(d)3 if the Holders of Registrable Securities who revoked such request reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Corporation Registration Statement; provided, however, that, if such revocation was based on (i) the Company’s failure to comply in any material respect with its obligations hereunder or (ii) the institution by the Company of a Delay Period or the occurrence of any Interruption Period, such reimbursement shall effect such registration within one year following the request for registrationnot be required.

Demand Registration. (ai) Either of the Sponsors may, at At any time, make a written request (together with any other Sponsor each Affiliated Holder that such Sponsor includes in such requestshall have, the “Demand Sellers”) that the Corporation effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the it holds Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a)Securities, the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders option and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) mayright, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders exercisable by providing delivering a written notice to the Corporation revoking such requestCompany (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which case such request shall not be considered may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration. ”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder 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 (b) A registration requested pursuant such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto each Limited Partner that (i) has become effective under specifies the amount of Registrable Securities Act that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) has remained effective for a period offers such Limited Partner the right to include all (but not less than all) of at least 90 days (or such shorter period in which all Registrable Securities of in the Holders included Affiliated Holder 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 registration have actually been sold thereunder)Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice. (cii) If During the Form S-3 Eligibility Period, any Non-Affiliated Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Non-Affiliated 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 involves Statement on Form S-3 (or any equivalent or successor form under the Securities Act) registering the offering and sale of Registrable Securities on the terms and conditions specified in the Non-Affiliated Holder Demand Notice, which may include sales on a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested delayed or continuous basis pursuant to participate in such Public Offering, in writing, that, in its view, Rule 415 pursuant to a Shelf Registration Statement (a “Non-Affiliated Holder Demand Registration”). The Non-Affiliated Holder Demand Notice must set forth the number and type of securities requested to Registrable Securities that the Initiating Holder anticipates will be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Non-Affiliated Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if and the Board determines in good faith that due to business or market conditions or the business or financial condition intended methods of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationdisposition thereof.

Demand Registration. (a) Either of Subject to the Sponsors mayrestrictions set forth herein, if at any time, make time the Company receives a written request from the DCP Investor or, after the Golden Gate Demand Eligibility, the Golden Gate Investor (together with any other Sponsor Holder that such Sponsor includes in such requestas such, and as applicable, the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ the Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition of thereof (each such securities. The Corporation will promptly give written notice of such requested registration (request shall be referred to herein as a “Demand Registration”) at least 30 days prior to ), then, within five Business Days, the anticipated filing date Company shall promptly give notice of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the all Registrable Securities then held by for which the Demand Sellers that the Corporation has been so Requesting Shareholders have requested to register by the Demand Sellers; registration under this Section 5.1, and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration Shareholders (all such Shareholders, together with the Demand SellersRequesting Shareholders, the “HoldersRegistering Shareholders”) has have requested that the Corporation Company register within five Business Days of such Shareholders receipt of the Company’s notice of the Demand Registration (which request to register the Company shall specify the number of Registrable Securities requested to be registered by written request received such Shareholders); provided that no Person may participate in any registration statement pursuant to this Section 5.1(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 5.5(f) on the same terms and conditions as apply to the Requesting Shareholders; and provided, further, that the Company shall not be obligated to effect (a) more than five Demand Registrations by the Corporation within 30 DCP Investor, (b) more than two Demand Registrations by the Golden Gate Investor and not until after the Golden Gate Demand Eligibility, (c) any Demand Registration unless the aggregate gross proceeds expected to received from the sale of the Registrable Securities requested to be included by all Registering Shareholders in such Demand Registration are at least $50 million (unless such Registrable Securities identified in the Demand Registration constitute all remaining Registrable Securities held by the Requesting Shareholder), or (d) more than one Demand Registration during any six-month period. (b) Notwithstanding the foregoing, the Company may delay the filing of a registration statement, or suspend the continued use of a registration statement, required by Section 5.1 (i) for a period up to 90 days after the request to file a registration statement if at the time the Company receives the request to register Registrable Securities, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith, after consultation with external legal counsel, that such disclosure would have a material adverse effect on the Company or its business or on the Company’s ability to effect a proposed material acquisition, disposition, financing, reorganization, recapitalization or similar transaction and (ii) for a period of time required by an underwriting agreement relating to a Public Offering of newly issued shares by the Company; provided that such period of time shall not exceed 90 days from the date of such underwriting agreement. A deferral of the filing of a registration statement, or the suspension of the continued use of a registration statement, pursuant to this Section 5.1(b), shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral, the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement, or suspend the continued use of a registration statement, pursuant to this Section 5.1(b), the Company shall promptly (but in any event within five days), upon determining to seek such deferral or suspension, deliver to the Requesting Shareholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing, or suspending the continued use of a registration statement, pursuant to this Section 5.1(b) and a general statement of the reason for such deferral or suspension, as the case may be, and an approximation of the anticipated delay. The Company may defer the filing, or suspend the continued use of, a particular registration statement pursuant to this Section 5.1(b) no more than twice and for no more than 120 days in the aggregate in any twelve-month period; provided that there must be an interim period of at least 60 days between the end of one deferral or suspension period and the beginning of a subsequent deferral or suspension period. The Company agrees, that in the event it exercises its rights under this Section 5.1(b), it shall, within seven days following receipt by such Holders the holders of such written Registrable Securities of the notice given by of deferral or suspension, as the Corporation; all to case may be, update the extent deferred or suspended registration statement as may be necessary to permit the disposition (holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with the intended methods thereofapplicable law. (c) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day five Business Day period referred to in paragraph (ii) of this Section 5.1(a5.1(a)(ii), the Corporation Company will notify in writing all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registrationDemand Registration, the Requesting Shareholders may revoke in writing such request request, without liability to any of the other Holders Registering Shareholder, by providing a written notice to the Corporation Company revoking such request; provided, however, that no such withdrawn demand request shall be deemed to have been a Demand Registration if (i) such demand request is withdrawn prior to the filing by the Company of a registration statement pursuant thereto, or (ii) such withdrawal is due to the disclosure of material adverse information relating specifically to the Company that was not known by the Requesting Shareholder at the time it submitted its demand request, provided, that, in which case either event, the Requesting Shareholder elects to bear all expenses associated with such withdrawn demand request shall not be considered a Demand Registrationand the registration statement pursuant thereto. (bd) Except as expressly set forth herein, the Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. Notwithstanding the foregoing sentence, the Registering Shareholders of such Registrable Securities shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Securities. (e) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred unless the registration statement relating thereto (iA) has become effective under the Securities Act Act, and (iiB) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder); provided, that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or if the Maximum Offering Size is reduced in accordance with Section 5.1(f) such that less than 75% of the Registrable Securities of the Requesting Shareholder sought to be included in such registration are included. (cf) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholder that, in its view, the number of securities requested Registrable Securities that the Registering Shareholders and the Company (if any) propose to be included in such registration, or the type of securities requested to be included include in such registration (including, in each case, shares exceeds the largest number of Registrable Securities requested to that can be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration registered by the Demand Sellers and any Continuing Shareholder Registering Shareholders (such Registrable Securities allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders the Requesting Shareholder and the other holders of Registrable Securities on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each, unless the managing underwriter reasonably determines otherwise, in which case the allocation of such HoldersRegistrable Securities shall be in the manner reasonably determined by the managing underwriter); and (ii) second, all Registrable Securities proposed to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election registered by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationCompany.

Demand Registration. (a) Either At any time after the Trigger Date, if the Company shall receive a request from a Shareholder or group of Shareholders, in each case holding at least 10% of the Sponsors may, at any time, make a written request outstanding Company Securities (together with any other Sponsor Holder that such Sponsor includes in such request, the requesting Shareholder(s) shall be referred to herein as the “Demand SellersRequesting Shareholder”) that the Corporation Company effect the registration under the Securities Act of all or any portion of any such Demand Sellers’ the Requesting Shareholder’s Registrable Securities Securities, and specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such securities. The Corporation will promptly request give written notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 30 days 10 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders Shareholders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor thereupon shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) subject to the restrictions set forth in Sections 2.01(e), all Registrable Securities then held by for which the Demand Sellers that the Corporation Requesting Shareholder has been so requested to register by the Demand Sellers; registration under this Section 2.01, and (ii) subject to the restrictions set forth in Sections 2.01(e) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration Shareholders (all such other Shareholders, together with the Demand SellersRequesting Shareholder, the “HoldersRegistering Shareholders”) has have requested the Corporation Company to register pursuant to Section 2.02, by written request received by the Corporation Company within 30 days five Business Days after such other Shareholders received the receipt by such Holders Company’s notice of such written notice given by the Corporation; Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereofthereof as aforesaid) of the Registrable Securities so to be so registered, provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $10,000,000 or such lesser amount that constitutes all of the Requesting Shareholder’s Registrable Securities (provided that such lesser amount is at least $5,000,000). In no event shall the Company be required to effect more than two Demand Registrations or Underwritten Takedowns hereunder. (b) Promptly after the expiration of the 30five-day Business Day period referred to in paragraph (ii) of this Section 5.1(a2.01(a)(ii), the Corporation Company will notify all Registering Shareholders of the Holders to be included in the Demand Registration identities of the other Holders Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request request, without liability to any of the other Holders Registering Shareholders, by providing a written notice to the Corporation Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), including without limitation if the Requesting Shareholder shall have learned of a material adverse change, or any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business or properties of the Company from that known to the Requesting Shareholder at the time of its request shall not be considered and have withdrawn the request with reasonable promptness after learning of such information, or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses incurred by it as a Demand Registrationresult of such revoked request. (bc) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such registration is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected occurred: (i) unless the registration statement relating thereto (iA) has become effective under the Securities Act and (iiB) has remained effective for a period of at least 90 180 days (or such shorter period in which all Registrable Securities of the Holders Registering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 50% of the Registrable Securities of the Requesting Shareholder sought to be included in such registration are included. (ce) If a Demand Registration involves a an underwritten Public Offering and the managing Underwriter for such offering underwriter advises the Corporation Company and the Holders who have requested to participate in such Public Offering, in writing, Requesting Shareholder that, in its view, the number of securities requested to be included in such registration, or the type shares of securities Registrable Securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested including any securities that the Company proposes to be included by that are not Registrable Securities) exceeds the Demand Sellers and largest number of shares of Registrable Securities requested to that can be included by other Holders pursuant to Section 5.2), would have sold without having an adverse effect on such offering, including the price at which such securities shares can be sold (an the “Adverse EffectMaximum Offering Size”), the Corporation will Company shall include in such registration the largest number of Registrable Securities thatregistration, in the opinion of priority listed below, up to the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as followsMaximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder all Registering Shareholders (allocated, if necessary for the offering not to cause an Adverse Effect on exceed the offeringMaximum Offering Size, pro rata among such Holders Shareholders on the basis of the relative number of shares of Registrable Securities requested to be included in held by each such registration by such HoldersShareholder); and (ii) second, all Registrable Securities any securities proposed to be included in such registration registered by the Company (including for the benefit of any other Holder (allocated, if necessary Persons not party to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holdersthis Agreement). (df) The Corporation shall not be required Upon notice to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or Requesting Shareholder, the business or financial condition of the Corporation it is inappropriate at such time to undertake Company may postpone effecting a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) the Corporation shall effect Company reasonably determines that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration within one year following notice the request for registrationCompany reasonably believes would not be in the best interests of the Company.

Demand Registration. (a) Either If, on or after the earlier to occur of December 31, 2006, or the Sponsors may, at any time, make expiration of 180 days after the Company shall have first offered its securities pursuant to a written request (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect the registration under the Securities Act of 1933 Act, Initiating Holders shall notify the Company in writing that such Holders intend to offer or cause to be offered for sale to the public all or any portion of any such Demand Sellers’ the Registrable Securities and specifying the intended method of disposition of under such securities. The Corporation will promptly give written notice of such requested circumstances as would require registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration thereof under the Securities 1933 Act or qualification thereof under one or more state securities laws of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes jurisdictions in such request and specifying which the intended method of disposition of such securities, whereupon such Sponsor shall be deemed offer is to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsmade, the Corporation will use its reasonable best efforts to effectCompany will, as expeditiously as possible, the registration under the Securities Act of: (i) notify Holders other than the Registrable Securities then held by the Demand Sellers Initiating Holders that the Corporation it has been so requested to register by Registrable Securities under the Demand Sellers; and 1933 Act pursuant to this Section 8.2, and (ii) all use its best efforts to cause such securities as may be requested by any Holder thereof to be registered under the 1933 Act, if applicable, and registered or qualified under any state securities laws to the extent required (in the opinion of counsel referred to in this Section 8.2) to permit the sale or other disposition thereof in the manner described by the person requesting such registration. The Holders shall have a total of four such rights to demand registration of Registrable Securities that under this Section 8.2. In addition to the above-described demand registration rights, the holders of Preferred Stock of the Company shall have a total of two rights to demand registration of Registrable Securities held by them under this Section 8.2. (b) If holders of securities of the Company other than Holders who are entitled, by contract with the Company, to have such securities included in such a registration (the “Other Holders”) request such inclusion, the Initiating Holders shall offer to include the securities of such other Holders in any other Shareholder entitled registration pursuant to request the Corporation this Section 8.2. The Company (together with all Holders and Other Holders proposing to include their Registrable Securities securities in a Piggy-Back Registration (all such Shareholders, together registration) shall enter into an underwriting agreement in customary form with the Demand Sellers, underwriter or representative of the underwriters (the “HoldersUnderwriter”) has requested selected to underwrite such offering by a majority in interest of the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all Initiating Holders, subject to the extent necessary to permit the disposition (in accordance with the intended methods thereof) approval of the Registrable Securities to Company, which approval shall not be so registeredunreasonably withheld. Promptly after the expiration of the 30-day period referred to in paragraph (ii) Notwithstanding any other provision of this Section 5.1(a)8.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Corporation will notify Initiating Holders shall so advise all the Holders to and Other Holders whose securities would otherwise be included in the Demand Registration of the other Holders underwritten pursuant hereto, and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to that may be included in such registrationthe registration and underwriting shall be allocated among all Holders in proportion, or as nearly as practicable, to the type respective amounts of securities Registrable Securities which they had requested to be included in such registration (includingand underwriting at the time of filing the registration statement, in each case, and to the extent that additional shares of Registrable Securities requested to may be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for underwriting, among all Other Holders requesting such offering, can be sold inclusion in the priorities listed below without causing an Adverse Effectproportion, as follows: (i) firstnearly as practicable, all Registrable Securities to the respective amount of securities which they had requested to be included in such registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis reason of the relative number of shares of Registrable Securities requested to Underwriter’s marketing limitations shall be included in such registration. If any Holder or Other Holder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (c) The registration of Registrable Securities under this Section 8.2 shall be at the Company’s expense, except that Holders and Other Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale owned by them; and the Company shall also pay the fees and expenses of any one special counsel retained by such Holders); andHolders or Other Holders and except that after the second demand registration under this Section 8.2 demand registrations shall be at the expense of the Holders participating in the registration. Initiating Holders who exercise a right to demand registration under this Section 8.2 may withdraw the exercise and cause the Company either not to file or to withdraw the filing of the registration statement at anytime prior to the effectiveness of such statement, provided that: (i) If the exercise is so withdrawn prior to filing of the registration statement, then the withdrawal of the exercise will not be deemed to have been the exercise of a demand registration right; (ii) secondIf effectiveness of the registration statement is delayed by more than 90 days by the Company and the exercise is withdrawn prior to effectiveness of the registration statement, all Registrable Securities then the withdrawal of the exercise will not be deemed to have been the exercise of a demand registration right; (iii) Any withdrawals other than the withdrawals specified in (i) and (ii) above shall be deemed to be included in such registration by any other Holder (allocated, if necessary not a demand pursuant to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the CorporationSection 8.2 hereof. If the Corporation exercises its withdrawn demand registration right pursuant is not deemed to this Section 5.1(d)have been the exercise of a demand registration right, as provided in subparagraphs (i) and (ii) above, then the Corporation withdrawing Holder shall effect pay or reimburse the legal, auditing and printing expenses reasonably incurred by the Company in connection with the attempted registration; but if the withdrawn demand registration right is deemed to be an exercise as provided in subparagraph (iii) above, then the Company shall pay all expenses incurred by it in connection with the attempted registration if the Company would have been responsible for paying the expenses of preparation of such registration within one year following the request for registrationstatement.

Demand Registration. (a) Either At any time after the date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver of the Sponsors mayIPO Underwriting Agreement), at any time, Person that is a Shareholder (a “Requesting Shareholder”) on the date a Demand is made shall be entitled to make a written request of the Company (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersDemand”) that the Corporation effect the for registration under the Securities Act of all or any portion an amount of any such Demand Sellers’ Registrable Securities and specifying that, when taken together with the intended method amounts of disposition of Registrable Securities requested to be registered under the Securities Act by such securities. The Corporation will promptly give written notice of such requested registration Requesting Shareholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) at least 30 days prior and thereupon the Company will, subject to the anticipated filing date terms of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securitiesthis Agreement, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand Sellers; andRequesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities that which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all Common Shares which the Company may elect to register in connection with any other Shareholder entitled to request the Corporation to include their offering of Registrable Securities in a Piggy-Back Registration (all such Shareholderspursuant to this Section 4.1, together with the Demand Sellers, the “Holders”) has requested the Corporation but subject to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the CorporationSection 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Shares, if any, to be so registered. Promptly after . (b) A Demand shall specify: (i) the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the aggregate number of shares of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Shareholder, provided, however, that no notice shall be required so long as the Shareholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Subject to Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein (i) if a notice by the Company is required by this paragraph, within five days after such notice by the Company has been given, or (ii) if no notice by the Company is required by this paragraph, within five days after receipt by the Company of such Demand. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Shareholder shall be entitled to an unlimited number of Demand Registrations until such time as the Shareholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Requesting Shareholders, including, to the extent permissible, an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (A) within three months of a “firm commitment” Underwritten Offering in which all Shareholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and at least 50% of the number of Registrable Securities requested by such Shareholders to be included thereinin such Demand Registration were included) or (B) within three months of any other Underwritten Offering pursuant to Section 4.3(f). The Demand Sellers requesting In addition, the Company shall be entitled to postpone (upon written notice to all Shareholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration under this Section 5.1(astatement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) may, at any time prior to if the effective date Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such registrationDemand Registration would cause the disclosure of material, revoke such request without liability to any non-public information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the other Holders by providing filing or effectiveness of a written notice to the Corporation revoking such request, in which case such request shall not be considered registration statement for a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number holders of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares a majority of Registrable Securities requested to be included held by the Requesting Shareholder(s) shall have the right to withdraw such Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to in accordance with Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)4.4. (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either At any time after the six month anniversary of the Sponsors maydate hereof, at any time, Persons that on the date a Demand (as hereafter defined) is made constitute a Stockholder (a “Requesting Stockholder”) shall be entitled to make a written request of the Company (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersDemand”) that the Corporation effect the for registration under the Securities Act of all an amount of Registrable Securities that, when taken together with the amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or any portion is greater than the Registrable Amount (based on the number of any Registrable Securities outstanding on the date such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration is made) (a “Demand Registration”) at least 30 days prior and thereupon the Company will, subject to the anticipated filing date terms of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securitiesthis Agreement, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of: (i) the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand Sellers; andRequesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand; (ii) all other Registrable Securities that which the Company has been requested to register pursuant to Section 3.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any other Shareholder entitled to request the Corporation to include their offering of Registrable Securities in a Piggy-Back Registration pursuant to this Section 3.1, but subject to Section 3.1(g); (all such Shareholders, together with the Demand Sellers, the “Holders”iv) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. Promptly after . (b) A Demand shall specify: (i) the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the aggregate number of shares of Registrable Securities requested to be included thereinregistered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). The Within five days after receipt of a Demand, the Company shall give written notice of such Demand Sellers requesting to any other Persons that on the date a registration under Demand is delivered to the Company constitute a Stockholder. Subject to Section 3.1(g), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten days after the Company’s notice required by this paragraph has been given. Such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration3.1(b). (bc) Each Stockholder shall be entitled to an aggregate of four Demand Registrations. (d) A registration requested pursuant to this Section 5.1 Demand Registration shall not be deemed to have been effected unless the registration statement relating thereto and shall not count as a Demand (i) unless a registration statement with respect thereto has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 60 days (or such shorter period in which all Registrable Securities of the Holders included in such registration Demand Registration have actually been sold thereunder), (ii) if, after it has become effective, such Demand Registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than by reason of some act or omission by such Requesting Stockholders. (ce) If Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Requesting Stockholders and shall be reasonably acceptable to the Company. (f) The Company shall not be obligated to (i) maintain the effectiveness of a registration statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than 60 days or (ii) effect any Demand Registration involves (A) within six months of a Public “firm commitment” Underwritten Offering in which all Piggyback Stockholders were given “piggyback” rights pursuant to Section 3.2 (subject to Section 3.1(g)) and at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included, (B) within four months of any other Demand Registration or (C) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for up to 120 days the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 3.4. (g) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing Underwriter for underwriter (or, if such offering Demand Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by the Initial Stockholder or any of the Permitted Transferees thereof (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Corporation and the Holders who have requested to participate in such Public OfferingCompany, in writing, that, in its viewopinion, the number inclusion of all of the securities, including securities requested of the Company that are not Registrable Securities, sought to be included registered in connection with such registration, or Demand Registration would adversely affect the type marketability of securities requested the Registrable Securities sought to be included in such registration (includingsold pursuant thereto, in each case, shares of Registrable Securities requested to be included by then the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will Company shall include in such registration statement only such securities as the largest number of Registrable Securities that, in the opinion of the managing Underwriter for Company is advised by such offering, underwriter can be sold without such adverse effect as follows and in the priorities listed below without causing an Adverse Effect, as follows: following order of priority: (i) first, all Registrable Securities requested up to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration Demand Registration by such Holders); and (ii) secondthe Stockholders, all Registrable Securities to which, in the opinion of the underwriter can be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on sold without adversely affecting the marketability of the offering, pro rata among such other Holders Stockholders requesting such Demand Registration on the basis of the relative number of shares such securities requested to be included by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of Registrable Securities the Company duly requested to be included in such registration by statement, pro rata on the basis of the amount of such other Holders)securities requested to be included or such other method determined by the Company. (dh) The Corporation shall not be required to effect any Anytime that a Demand Registration if involves an Underwritten Offering, the Board determines Company shall select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such Registrable Securities, which shall be reasonably acceptable to Stockholders participating in good faith such Demand Registration that due to business or market conditions or the business or financial condition hold a majority of the Corporation it is inappropriate at Registrable Securities included in such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationDemand Registration.

Demand Registration. (a) Either of the Sponsors may, at any time, One or more Requesting Shareholders shall be entitled to make a written request of the Company (together with any other Sponsor Holder that such Sponsor includes in such request, the a “Demand SellersDemand”) that the Corporation effect the for registration under the Securities Act of all or any portion an amount of any such Demand Sellers’ Registrable Securities and specifying that, in the intended method aggregate taking into account all of disposition of such securities. The Corporation will promptly give written notice of such requested registration the Requesting Shareholders, equals or is greater than the Registrable Amount (a “Demand Registration”) at least 30 days prior and thereupon the Company will, subject to the anticipated filing date terms of the registration statement relating this Agreement, use its commercially reasonable efforts to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously promptly as possible, the registration practicable under the Securities Act of: (i) the offer and sale of the Registrable Securities then held by which the Demand Sellers that the Corporation Company has been so requested to register by the Demand Sellers; andRequesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; (ii) all other Registrable Securities that which the Company has been requested to register pursuant to Section 2.1(b); and (iii) all equity securities of the Company which the Company may elect to register in connection with any other Shareholder entitled to request the Corporation to include their offering of Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation pursuant to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporationthis Section 2.1; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Shares, if any, to be so registered. Promptly after . (b) Each Demand shall specify: (i) the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the aggregate number of shares of Registrable Securities requested to be included thereinregistered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, if then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five (5) business days after receipt of a Demand, the Company shall give written notice of such Demand to all other Shareholders, if any. Subject to Section 2.1(h), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) days after the Company’s notice required by this paragraph has been mailed. Such written request shall comply with the requirements of a Demand as set forth in this Section 2.1(b). (c) Demand Registrations shall be on (i) if option (ii) and (iii) below are not available, Form S-1 or any similar long-form registration (“Long-Form Registration”), (ii) if option (iii) below is not available, Form S-3 or any similar short form registration, if such short form registration is then available to the Company, or (iii) Form S-3ASR if the Company is, at the time a Demand is made, a Well-Known Seasoned Issuer (a Demand Registration under each of clauses (ii) and (iii), a “Short-Form Registration”), in each case, in compliance with the Securities Act and in the form of registration statements that the Company has customarily prepared and filed with the SEC for issuances of its Shares. The Company shall not be required to effect more than two Long-Form Registrations per fiscal year. (d) Effective Demand Sellers requesting Registration. A Demand Registration shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such registration statement until such time as all of such Registrable Securities shall have been disposed of in accordance with such registration statement or there shall cease to be any Registrable Securities; (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 Entities or court for any reason other than a violation of applicable law solely by any Selling Shareholder and has not thereafter become effective; (iii) if, in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement applicable to the Company are not satisfied or waived other than by reason of any breach or failure by any Selling Shareholder; or (iv) if the Company effects a postponement, declares a Suspension Period or similarly delays the exercise of rights under this Section 5.1(aAgreement pursuant to the terms in the paragraph below or the terms of this Agreement generally. Notwithstanding the foregoing, the Company shall not be obligated to (i) maymaintain the effectiveness of a Long-Form Registration, at filed pursuant to a Demand Registration, for a period longer than 75 days or (ii) effect any time prior to Demand Registration (A) within six (6) months of the effective date of a registration statement with respect to a “firm commitment” Underwritten Offering in which all Piggyback Sellers were given “piggyback” rights pursuant to Section 2.2 (and at least 50% of the number of Registrable Securities requested by such Piggyback Sellers to be included in such Demand Registration were included), (B) within three (3) months of the effective date of a registration statement with respect to any other Demand Registration, (C) within 90 days from the date on which a Marketed Underwritten Offering was priced or (D) if, in the reasonable judgment of the Board, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements or financial information, provided that the Company shall use commercially reasonable efforts to obtain such financial statements or financial information as promptly as practicable. In addition, the Company shall be entitled to postpone (upon written notice to all Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of twelve (12) consecutive months and in no event for more than an aggregate of one-hundred twenty (120) days in any three-hundred sixty-five (365) consecutive day period) if the Board determines in its reasonable judgment that the filing or effectiveness of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves would cause the disclosure of material, non-public information that the Company has a Public Offering and the managing Underwriter bona fide business purpose for preserving as confidential, provided, however, that such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation postponement shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate terminate at such time to undertake that such information is no longer material, non-public information or the Company no longer has a Public Offering; provided, that the Corporation may elect not to effect registration on bona fide business purpose for preserving such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registrationinformation as confidential.

Demand Registration. (a) Either At any time during the Warrant Exercise Term, any "Majority Holder" (as such term is defined in Section 7.4(d) below) of the Sponsors mayRegistrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at any timethe sole expense of the Company (other than the pro rata portion of underwriting discounts, make if any, attributable to the Holder's Registrable Securities and the expenses of Holder's counsel and advisors), a written request Registration Statement and such other documents, including a prospectus, as may be necessary (together in the opinion of both counsel for the Company and counsel for such Majority Holder), in order to comply with any other Sponsor Holder that the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities until such Sponsor includes in such request, time as (i) the “Demand Sellers”sale of all Registrable Securities by the holders thereof or (ii) receipt by the holders thereof of an opinion of Company's counsel that the Corporation effect the Registrable Securities may be immediately publicly sold without registration under the Securities Act Act. (b) The Company covenants and agrees to give written notice of any Demand Registration Request to all or any portion holders of the Registrable Securities within ten (10) days from the date of the Company's receipt of any such Demand Sellers’ Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation Company to include their Registrable Securities in a Piggy-Back the Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities Statement to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders filed pursuant to Section 5.2), would have an adverse effect on such offering, including 7.4(a) hereof by notifying the price at which Company of their decision to include such securities can be sold within ten (an “Adverse Effect”), the Corporation will include in such registration the largest number 10) days of Registrable Securities that, in the opinion their receipt of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders)Company's notice. (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.

Demand Registration. (a) Either Section 2.1 of the Sponsors mayRegistration Rights Agreement is hereby amended and restated as follows: Subject to Section 2.4, at any time and from time to time, make a Holder of Registrable Securities (other than any Investor or P▇▇▇▇▇) may, by written notice to the Corporation, request (together with any other Sponsor Holder that such Sponsor includes in such request, the “Demand Sellers”) that the Corporation effect a Public Offering of Registrable Securities expected to result in gross sale proceeds of at least $50,000,000 (a “BPEA/TELUS Demand Registration”). Notwithstanding the registration under foregoing, subject to Section 2.4, the Securities Act Sponsor Investor may, by written notice to the Corporation, request that the Corporation effect one (1) Public Offering of all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation Public Offering will promptly give written notice of such requested registration not be subject to a minimum expected gross sale proceeds amount (a “Sponsor Demand Registration” and, together with a BPEA/TELUS Demand Registration, a “Demand Registration”) at least 30 days prior ). All requests made pursuant to this Section 2.1 will specify the anticipated filing date aggregate number or amount of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of to be registered at such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying Initiating Holder’s request, the intended method methods of disposition thereof, and, subject to Section 2.4, the jurisdiction(s) in which such registration is requested (being the United States and any province or territory of such securities, whereupon such Sponsor shall be deemed Canada). Subject to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requestsSection 2.4, the Corporation will use its commercially reasonable best efforts to effect, as expeditiously as possible, effect such Demand Registration in the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that jurisdiction in which the Corporation has been so requested to register register. The Corporation may include in any such Demand Registration other securities of the Corporation for sale for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including Registrable Securities of the Shareholders and P▇▇▇▇▇, subject to the limitations under the P▇▇▇▇▇ Agreement, and Pre-IPO Holders), subject to Section 4.3; provided that if P▇▇▇▇▇ ceases to be an employee of the Corporation due to resignation, retirement or termination for cause by the Corporation, the rights of P▇▇▇▇▇ to participate in a Demand Sellers; and Registration shall terminate. Notwithstanding any limitations under this Agreement (iiincluding Sections 2.4 and 2.5 thereof), the Investors are hereby deemed to have requested, and the Corporation acknowledges and agrees to file and use its commercially reasonable efforts to make effective, as of the date hereof, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (the “Automatic Shelf Registration Statement”), if available, or a shelf registration statement on Form F-10 (the “F-10 Registration Statement”), if the Automatic Shelf Registration Statement is not available, covering all other Registrable Securities, including the Registrable Securities that any other Shareholder entitled will be issued to request the Investors in the transactions contemplated by the Acquisition Agreement and the LLC Agreement. The Corporation shall use its commercially reasonable efforts, in compliance with applicable law, to cause such Automatic Shelf Registration Statement or F-10 Registration Statement to be filed as soon as reasonably possible after the time of closing of the transactions contemplated by the Acquisition Agreement (“Acquisition Closing Date”), and, in the case of the F-10 Registration Statement, to become effective as soon as practicable thereafter. To the extent that an Automatic Shelf Registration Statement or F-10 Registration Statement is effective at the time of the Acquisition Closing Date, the Corporation shall file, as soon as reasonably possible after the Acquisition Closing Date and in compliance with applicable law, any prospectus supplement or any post-effective amendment and otherwise take any action necessary to include their each of the Holders that own Registrable Securities in a Piggy-Back as selling shareholders pursuant to such Automatic Shelf Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary Statement or F-10 Registration Statement so as to permit the disposition (in accordance resale of each such Holder’s Registrable Securities. For the avoidance of doubt, if a Shelf Registration Statement is effective at the time of the Acquisition Closing Date and such Shelf Registration Statement covers, or any prospectus supplement or post-effective amendment thereto is filed to cover, the resale of the Investors’ Registrable Securities as of the Acquisition Closing Date, no additional registration statement will be filed with respect to any Registrable Securities on the Acquisition Closing Date. Any Demand Registration by BPEA can only be requested after BPEA has fully complied with the intended methods thereof) of the TELUS ROFR. Any Holder that has requested its Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the a Demand Registration pursuant to Section 2.1 (including any Initiating Holder) may withdraw all or any portion of the other Holders and the number of shares of its Registrable Securities requested to be included therein. The in a Demand Sellers requesting a registration under this Section 5.1(a) may, Registration from such Demand Registration at any time prior to the effective date execution of the registration statement relating underwriting agreement related to such registration, revoke Demand Registration. Upon receipt of a notice to such request without liability effect from an Initiating Holder with respect to any all of the other Holders Registrable Securities included by providing a written notice to the Corporation revoking such request, Initiating Holder(s) in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following cease all efforts to secure effectiveness of the request for registrationapplicable Registration Statement.

Demand Registration. (a) Either From and after the date that is six (6) months after the date of this Agreement, in case the Sponsors may, at any time, make Company shall receive from the Investor a written request or requests that the Company effect a Registration (“Demand Registration”), which if the Company is a WKSI as of the filing date thereof, shall be an automatic Shelf Registration Statement, and any related qualification or compliance, with respect to all or any part of the Registrable Securities owned by the Investor, then the Company shall file and use its best efforts (i) to cause the Registration Statement covering such Registrable Securities to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.2: (1) if the aggregate anticipated price to the public of any Registrable Securities which the Investor proposes to sell pursuant to such registration, together with the aggregate anticipated price to the public of any other Sponsor Holder securities of the Company entitled to inclusion in such registration, is less than US$50,000,000 (or the equivalent thereof in other currencies), unless such Registration covers all remaining Registrable Securities; (2) if the Company shall furnish to the Investor a certificate certifying the same signed by the Chief Executive Officer stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor under this Section 2.2(a); provided, however, that such Sponsor includes in period shall terminate if the Company registers any of its other Shares during such period; or (3) if the Company has, within the six (6) month period preceding the date of such request, the “Demand Sellers”) that the Corporation effect the already effected a registration under the Securities Act other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to all or any portion of any such Demand Sellers’ Registrable Securities and specifying the intended method of disposition of such securities. The Corporation will promptly give written notice of such requested registration (a “Demand Registration”) at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Sponsor Holders and all Piggy-Back Shareholders. Any Sponsor may elect to join in the request of a Demand Seller that the Corporation effect the registration under the Securities Act of all or any portion of any Registrable Securities of such Sponsor or any other Sponsor Holder that such Sponsor includes in such request and specifying the intended method of disposition of such securities, whereupon such Sponsor shall be deemed to be a Demand Seller on a pari passu basis with the other Demand Sellers. Upon receiving such requests, the Corporation will use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Sellers that the Corporation has been so Investor requested to register by the Demand Sellers; and (ii) all other Registrable Securities that any other Shareholder entitled to request the Corporation to include their Registrable Securities in a Piggy-Back Registration (all such Shareholders, together with the Demand Sellers, the “Holders”) has requested the Corporation to register by written request received by the Corporation within 30 days after the receipt by such Holders of such written notice given by the Corporation; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities to be so registered. Promptly after the expiration of the 30-day period referred to in paragraph (ii) of this Section 5.1(a), the Corporation will notify all the Holders to be included in the Demand Registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. The Demand Sellers requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request without liability to any of the other Holders by providing a written notice to the Corporation revoking such request, in which case such request shall not be considered a Demand Registration. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). (c) If a Demand Registration involves a Public Offering and the managing Underwriter for such offering advises the Corporation and the Holders who have requested to participate in such Public Offering, in writing, that, in its view, the number of securities requested to be included in such registration, or the type of securities requested to be included in such registration (including, in each case, shares of Registrable Securities requested to be included by the Demand Sellers and shares of Registrable Securities requested to be included by other Holders ) pursuant to Section 5.2), would have an adverse effect on such offering, including the price at which such securities can be sold (an “Adverse Effect”), the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold in the priorities listed below without causing an Adverse Effect, as follows: (i) first, all Registrable Securities requested to be included in such registration by the Demand Sellers and any Continuing Shareholder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such Holders); and (ii) second, all Registrable Securities to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by such other Holders2.1(b). (d) The Corporation shall not be required to effect any Demand Registration if the Board determines in good faith that due to business or market conditions or the business or financial condition of the Corporation it is inappropriate at such time to undertake a Public Offering; provided, that the Corporation may elect not to effect registration on such grounds only once in any twelve-month period beginning on the date of such election by the Corporation. If the Corporation exercises its right pursuant to this Section 5.1(d), the Corporation shall effect such registration within one year following the request for registration.