Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) At any time that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration.

Demand Registrations. (a) At If, at any time that the Company is not qualified after one year after a Qualified Initial Public Offering, and subject to use Section 10.5, (i) a Registration Statement on Form S-3 Limited Partner or any similar Short-Form Registration Affiliate of such Limited Partner (as defined below)including for purposes of this Section 10.1, Holders any Person that is an Affiliate of a Limited Partner at least the date hereof notwithstanding that it may later cease to be an aggregate Affiliate of thirty five percent such Limited Partner) holds Limited Partnership Interests that it desires to sell and (35%ii) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions Rule 144 of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor formrule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Limited Partnership Interests (each, a “Holder”) to be filed within forty-five (45) days dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after the date on which the initial request is given receiving such request, and shall use its all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than 180 days following its effective date or such Registration Statement shorter period as shall terminate when all Limited Partnership Interests covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to be declared effective by sold pursuant to Rule 144); provided, however, that the Commission as soon as practicable thereafter. The Company Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; provided further, however, that if the General Partner determines that the requested registration would be materially detrimental to the Partnership and its Partners because such registration would (2x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to postpone such requested registration for a period of not more than three months after receipt of the Holder’s request, such right pursuant to this Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. At the Partnership’s election, the Partnership may satisfy its obligations under this Section 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission. Except as provided in the first sentence of this Section 10.1, the Partnership shall be deemed not to have used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any registration pursuant to the first sentence of this Section 10.1, the Partnership shall (i) promptly prepare and file (A) such Long-Form Registrations in any twelve (12) month period for documents as may be necessary to register or qualify the holders securities subject to such registration under the securities laws of Registrable Securitiessuch states as the Holder shall reasonably request; provided, however, that a Registration Statement no such qualification shall not count be required in any jurisdiction where, as a Long-Form Registration requested under Section 2(aresult thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) unless and until it has become effective and such documents as may be necessary to apply for listing or to list the holders requesting Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are able listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to register enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and sell only one registration and offering demanded by Adena pursuant to this Section 10.1 or Section 10.2 (other than the Registrable Securities requested underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to this Section 10.1 or Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.1 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration. If ) of all expenses payable by the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationparticipating Holders.

Demand Registrations. (a) At any time that and from time to time, the Company is not qualified to use Holders’ Representative shall have the right by delivering a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the a “Demand Notice”), ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required owned by Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 1,800,000 shares of Registrable Securities or (ii) if the total amount of Registrable Securities owned by the Holders is less than 1,800,000 shares, such total number of shares of Registrable Securities. Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of such requesta Demand Notice, the Company shall use its best efforts to file, as promptly (as reasonably practicable, but in no event not later than three (3) Business Days following than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt thereof) deliver notice by the Company of such request Demand Notice (subject to all other holders paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. The Company shall cause Holders (a “Demand Registration Statement on Form S-1 (or any successor formStatement”) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationfiling thereof.

Demand Registrations. (a) At Subject to Section 2.1(h), at any time that and from time to time following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) last day of the Registrable Securities then outstanding may requestHolding Period, the Holders’ Representative shall have the right by delivering a written notice given to the Company (the a “Demand Notice”), ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required Beneficially Owned by Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $35 million. Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of such requesta Demand Notice, the Company shall use its reasonable best efforts to file, as promptly (as reasonably practicable, but in no event not later than three (3) Business Days following than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt thereof) deliver notice by the Company of such request Demand Notice (subject to all other holders paragraph (e) of Registrable Securities who shall then have ten this Section 2.1) (10) days from the date such notice is given provided, however, that with respect to notify a Demand Notice delivered to the Company in writing of their desire following the Company’s failure or decline to be included in exercise its option to purchase the Offered Stock pursuant to Section 1.4(b), such registration. The Company 60 or 30 day period, as applicable, shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after commence from the date on which the initial request is given Offering Notice was delivered to the Company), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationfiling thereof.

Demand Registrations. (a) At any time that Each Holder shall have the right, subject to the terms of this Agreement, to require the Company is not qualified to use register for offer and sale under the Securities Act all or a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) portion of the Registrable Securities then outstanding may requestowned by such Holder subject to the requirements and limitations in this Section 2. In order to exercise such right, by the Holder (the “Demanding Holder”) must give written notice given to the Company (the a “Demand Notice”), ) requesting that the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number offer and sale of Registrable Securities required to be registered(i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, (ii) representing at least 5% of the outstanding Common Stock (on a fully diluted basis) or (iii) representing all of the Registrable Securities then held by such Holder and its Affiliates. Upon receipt of such requestthe Demand Notice, the Company shall (i) promptly notify the other Holders of the receipt of such Demand Notice, (but ii) prepare and file with the Commission as soon as practicable and in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) 90 days after the date Demand Date a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form requested by the Demanding Holder (which may include a “shelf” Registration Statement under Rule 415 promulgated under the initial request is given Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and shall (iii) use its reasonable efforts to cause such Demand Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafterpracticable. The Company shall not be required use reasonable efforts to effect more than have each Demand Registration Statement remain effective until the earlier of (i) two years (2in the case of a shelf Demand Registration Statement) or 90 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such Long-Form Registrations in any twelve (12) month period for time as all of the holders Applicable Securities have been disposed of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and by the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationElecting Holders.

Demand Registrations. (a) At any time that after the Company is not qualified to use 180 day period following the effective date of a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)) filed in connection with the LLC’s initial public offering of its equity securities, Holders the holders of at least an aggregate of thirty five twenty percent (3520%) of Registrable Shares (the Registrable Securities then outstanding “Requesting Holders”) may request, by written notice given in writing, on up to two (2) separate occasions, that the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each LLC effect a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement registration on Form S-1 (or any successor form) of Registrable Shares (as defined below) owned by one or more Investors. If the Requesting Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the LLC in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be filed conditioned on such Investors’ participation in such underwriting. Upon receipt of any such request from the Requesting Holders, the LLC shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the LLC within fortythirty (30) days after the LLC provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the LLC and the Investors holding a majority-five in-interest of the Registrable Shares that the Members requested for inclusion in such registration. The LLC shall, at its own expense and as expeditiously as possible, and in any event within ninety (4590) days after the date on which the initial such request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterRequesting Holders, file a Form S-1 (or any successor form) for all Registrable Shares that the LLC has been requested to so register. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for If the underwriter advises the LLC or the holders of Registrable SecuritiesShares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Shares to be underwritten, then the Requesting Holders shall so advise all holders of Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that may be included in the underwriting shall be allocated among such holders of Registrable Shares, including the Requesting Holders, in proportion (as nearly as practicable) to the number of Registrable Shares owned by each holder or in such other proportion as shall mutually be agreed to by all such selling holders; provided, however, that a Registration Statement the number of Registrable Shares held by the holders to be included in such underwriting shall not count be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 14.01(a), a registration shall not be counted as “effected” if, as a Long-Form Registration requested under result of an exercise of the underwriter’s cutback provisions this Section 2(a14.01(a), fewer than fifty percent (50%) unless and until it has become effective and of Registrable Shares that the holders requesting such registration are able to register and sell the Registrable Securities Requesting Holders have requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationregistration statement are actually included.

Demand Registrations. (a) At (i) Gotham may, on its own behalf and on behalf of its Controlled Affiliates (the "GOTHAM DEMAND RIGHT"), at any time that after the Company is date hereof and on an unlimited number of occasions but not qualified more frequently than once during any nine-month period, and (ii) separately, subject to use a Registration Statement Section 5.3, any Loan Bank may, on Form S-3 or any similar Short-Form Registration its own behalf (as defined belowthe "BANK DEMAND RIGHT"), Holders at any time following the foreclosure of at least an aggregate a pledge collateralized by a Founder's Corporation Interests and consequential Transfer of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given Common Stock to the Company (the “Demand Notice”)Loan Bank, the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later not more than three (3) Business Days following receipt thereof) deliver separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Corporation to file a registration statement under the Securities Act in respect of all or a portion of the Common Stock then held by Gotham and its Controlled Affiliates or the Loan Bank, as the case may be (the "REGISTRABLE SHARES"), by delivering to the Corporation written notice stating that such right is being exercised, specifying the number of such request to all other holders shares of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire Common Stock to be included in such registrationregistration (the shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten offering (a "DEMAND REQUEST"). The Company shall cause a Registration Statement on Form S-1 (With respect to any Demand Request or any successor formregistration of Demand Shares on account thereof, the Corporation may condition its compliance with its obligations hereunder on Gotham's and its Controlled Affiliates' or the Loan Bank's, as the case may be, agreeing in writing to keep confidential all matters related hereto. Upon receiving a Demand Request, the Corporation shall (i) use reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as the Corporation, in its sole discretion, may reasonably deem appropriate (provided that the Corporation shall not be filed within forty-five obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis), providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution (45a "DEMAND REGISTRATION") days and (ii) after the date on which filing of an initial version of the initial request is given and shall registration statement, use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert of filing of such Long Form Registration into a Short-Form Registrationregistration statement.

Demand Registrations. (a) At any time that The Holder shall have the Company is not qualified to use a Registration Statement right (the "Demand Right") on Form S-3 (i) one occasion in July 1997 in respect of Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) Xx. Xxxxx X. Wolske or within 12 months of the date of exercise of any stock options in respect of Xx. Xxxxxxxx X. Klein and Xx. Xxxx X. Getty, in order to sell Registrable Securities then outstanding may request, by written notice given Shares to raise an amount equal to or less than the tax payable on the exercise of their stock options of the Company (the “"Tax Demand Notice”Right"), and (ii) one occasion within 90 days following the date that Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx, Xx. Xxxxx X. Wolske, Xx. Xxxxxxxx X. Klein or Xx. Xxxx X. Getty, as the case may be, ceases to be employed by the Company, to require the Company to register file a registration statement under and in accordance with the provisions of the Securities Act in respect of all or of the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any portion other Holder's demand right, then it may be exercised if the Registrable Shares and the other shares demanded by the other Holders shall exceed five percent of their Registrable Securities on Form S-1 or any successor form thereto (each the outstanding Ordinary Shares of the Company. As promptly as practicable, but in no event later than 30 days after the Company receives a “Long-Form Registration”). Each written request for a Long-Form Registration shall specify from such Holder demanding that the approximate Company so register the number of Registrable Securities required to be registered. Upon receipt of Shares specified in such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from file with the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given Commission and shall thereafter use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two promptly a registration statement (2a "Demand Registration") such Long-Form Registrations in any twelve (12) month period providing for the holders registration of all Registrable Securities; provided, that a Registration Statement Shares as such Holder shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to have demanded be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationregistered.

Demand Registrations. (a) At any time that after the Company is not qualified to use date hereof, (x) a Registration Statement on Form S-3 Majority Interest or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%y) VS Investors holding a majority of the Registrable Securities then outstanding held by all VS Investors may request, by written notice given to notify the Company (the “Demand Notice”), the Company that they intend to register under and in accordance with the provisions of the Securities Act offer or cause to be offered for public sale all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify representing offering proceeds aggregating not less than $10 million) in the approximate number of Registrable Securities required to be registeredmanner specified in such request. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Persons holding Registrable Securities who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given expeditiously prepare and shall file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such Registration Statement registration under the Securities Act and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) such Long-Form Registrations in any twelve times pursuant to (12x) month period above or one (1) time pursuant to (y) above for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested as a group. Notwithstanding anything to be included in such registration. If the contrary contained herein, if the Company qualifies receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to use file a Registration Statement on Form S-3 or any similar Shortregistration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-Form Registration five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date that a Long-Form Registration is filed or declared effectiveof such registration statement. In addition, the Company may convert such Long Form Registration into a Short-Form Registration.postpone the filing or the effectiveness of any registration statement pursuant to this Section

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (athe “Initiating Holders”) At any may from time that to time make a written request (a “Demand Request”) for (i) registration under the Company is not qualified to use a Registration Statement Securities Act on Form S-3 S-1 or any similar Shortlong-Form Registration (as defined below), Holders form registration statement of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on or (ii) if the Issuer is then eligible to use Form S-1 S-3, a Shelf Registration of all or any successor form thereto portion of Registrable Securities under the Securities Act (each a “Long-Form Demand Registration”). Each request for a Long-Form No Demand Registration shall specify will be consummated (and no registration statement with respect thereto will be filed) if the approximate number of Registrable Securities required requested to be registeredregistered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Upon receipt of such request, Demand Requests shall specify the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders amount of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such registrationDemand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and Issuer shall use its reasonable best efforts to cause such Registration Statement Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required after filing and to effect more than two remain effective until the earlier of (2a) such Long-ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form Registrations in any twelve S-1 and (12b) month period for the holders date on which all of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to be included the conditions set forth in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectivethis Section 3.1, the Company may convert such Long Form Registration into a Short-Form RegistrationDemand Holders shall be entitled to request an unlimited number of Demand Registrations.

Demand Registrations. (ai) At The Carlyle Stockholders shall have the right on any time that six (6) occasions, and the Company is not qualified Xxxxxx Trusts (and their Permitted Designees) shall have the right on any two (2) occasions, to use make a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given request to the Company (for registration with the “Demand Notice”)Commission, the Company to register under and in accordance with the provisions of the Securities Act Act, of all or any portion part of their Registrable Securities on Form S-1 or any successor form thereto the Common Stock held of record and beneficially by such Stockholder (each a “Long-Form Demand Registration” and the Stockholder exercising such right, the “Demanding Stockholder”). Each The Demanding Stockholder may request that the Company register such Common Stock on an appropriate form, including a Shelf Registration Statement and, if the Company is a WKSI, an automatic shelf registration statement. Within thirty (30) days after receipt of a request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestDemand Registration, the Company shall file a registration statement relating to such Demand Registration (a “Demand Registration Statement”) and shall use its best efforts to cause such Demand Registration Statement to promptly (but in no any event later than three (3within 180 days of receipt of the written request for a Demand Registration) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by under the Commission as soon as practicable thereafterSecurities Act; provided that, to the extent the Company will be a WKSI at the time such Demand Registration Statement is filed with the Commission, the Company shall file such Demand Registration Statement within five (5) business days after receipt of a request for a Demand Registration. The Company shall not be required obligated to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that file a Demand Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a7(a) unless and until it has become effective and the holders requesting such registration are able to register and sell aggregate purchase price of the Registrable Securities requested securities to be included in such registration. If the Company qualifies requested Demand Registration (determined by reference to use a Registration Statement the offering price on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration cover of the registration statement proposed to be filed) is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationgreater than $25,000,000.

Demand Registrations. (a) At any time that From and after the first anniversary of the Closing and until the date on which the Shareholders collectively Beneficially Own less than 5% of the then outstanding Voting Securities, the holders of Registrable Securities shall have the right, by written notice delivered to the Company is not qualified to use a Registration Statement by or on Form S-3 or any similar Short-Form Registration (as defined below), Holders behalf of the holders of at least an aggregate of thirty five fifty-one percent (3551%) of the outstanding Registrable Securities, to require the Company to register (the “Initial Demand Registration”) under the Securities Act up to one hundred percent (100%) of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding may requestshall have the right, by written notice given delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the “Demand Notice”)remaining Registrable Securities, to require the Company to register (the “Second Demand Registration”) under and in accordance with the provisions of the Securities Act all or any portion up to one hundred percent (100%) of their such remaining Registrable Securities on Form S-1 or any successor form thereto as were not sold pursuant to the Initial Demand Registration; provided, however, that if fewer than ten percent (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number 10%) of Registrable Securities required outstanding immediately prior to be registered. Upon receipt the effectiveness of the Initial Demand Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the holders of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from not be entitled to the Second Demand Registration. The Second Demand Registration is exercisable once and not prior to six months after the effective date such notice is given of the Registration Statement filed pursuant to notify the Company in writing of their desire to be included in such registrationInitial Demand Registration. The Company shall cause a file each Demand Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for SEC within 120 days of the date on which the holders of Registrable SecuritiesSecurities first give the written notice for such Demand Registration; provided, however, that if such written notice is given within 270 days of a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective Public Offering of the Company and the holders requesting managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for the Company’s securities, then the Company may defer its obligation to file the Demand Registration for such registration are able to register and sell period of time, not extending beyond the Registrable Securities 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be included in such a “shelf” registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert shall use its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Long Form Registration into Statement effective (subject to extension pursuant to Section 5.2(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Notwithstanding anything herein to the contrary, the Company may, one time in any 12 month period for up to a Short-Form maximum of 90 days, delay the filing of any Demand Registration, suspend the effectiveness of any Registration Statement and/or give a notice for purposes of the last paragraph of Section 5.3, as appropriate, if the Company shall have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5.3(c)(7) (a “Suspension Period”); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the number of days of the Suspension Period if the effectiveness of such Demand Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the termination of the Suspension Period the Company shall comply with the obligations set forth in Section 5.3(1).

Demand Registrations. Subject to the other provisions of this Agreement, for so long as the Designated Investors hold Registrable Securities of the Company, the Designated Investors will be entitled to request no more than an aggregate of six (a6) At any time Demand Registrations; provided, that the Company is aggregate offering value of the Registrable Securities requested to be registered in any Demand Registration must equal at least $50,000,000, net of Registration Expenses (or a lesser amount if the Registrable Securities requested by the Requesting Equityholders to be included in such Demand Registration constitute all of the Registrable Securities held by the Equityholders); provided, however, that no request for a Demand Registration shall count against the foregoing limitation in this paragraph if (x) the Demand Registration relating thereto has not qualified to use become effective or has not been kept continuously effective for a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders period of at least one hundred eighty (180) days (or such shorter period which shall terminate when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto), or if such registration statement relates to an aggregate underwritten Public Offering, such longer period as in the opinion of thirty five counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer); (y) any stop order, injunction or other order or requirement of the SEC or other governmental agency or court prevents the sale of any Registrable Securities covered by such Demand Registration other than by reason of any intentional act by a holder of Registrable Securities; or (z) the Requesting Equityholders are unable to include in such Demand Registration at least eighty percent (3580%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire initially proposed to be included by the Requesting Equityholders in such registration. The Company shall cause a Demand Registration Statement on Form S-1 (or any successor form) due to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations limitations set forth in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration2(c).

Demand Registrations. (a) At On any time that two (2) occasions after the Company is not qualified date of this Agreement, subject to use a Registration Statement on Form S-3 the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 2(b) below, one or any similar Short-Form Registration (as defined below), more Holders of holding at least an aggregate of thirty five forty percent (3540%) of the Registrable Securities then outstanding held by all Holders may request, by written notice given request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the Company (the “Demand Notice”), the Company to register under and sale by such Holders of their Registrable Securities in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registeredterms hereof. Upon receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request proposed registration to all other holders Holders of Registrable Securities who Securities. Such Holders shall then have ten the right, by giving written notice to the Company within fifteen (1015) business days from the date after such notice is referred to in the preceding sentence has been given by the Company, to notify elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to as soon as practicable thereafter cause such Demand Registration Statement to be filed and declared effective by the Commission as soon as practicable thereafterfor all Registrable Securities which the Company has been requested to register. The Company shall not in no event be required obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such Long-Form Registrations underwriter's good faith judgment, the number of securities to be sold in any twelve such offering by the Company and persons other than the Company (12collectively, "Selling Stockholders") month period for is greater than the holders number which can be offered without adversely affecting such offering, then the Company may reduce the number of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested securities to be included in such registration. If offering to a number deemed satisfactory by the managing underwriter, provided, however, that the -------- ------- securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Xxxxxxx Agreement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company qualifies proposes to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, sell and other securities of the Company may convert included in such Long Form Registration into registration; fourth, securities held by (i) any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Xxxxxxx Agreement or the Richmont Agreement and (ii) any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, as determined on a Short-Form Registrationpro rata basis (based upon the aggregate number of securities held by such Selling Stockholders and such Holders).

Demand Registrations. (a) At (i) Subject to Sections 2.1(b) and 2.3, at any time that and from time to time after the closing of an IPO, the AEA Investors shall have the right to require the Company is not qualified to use a Registration Statement on Form S-3 file one or more registration statements under the Securities Act covering all or any similar Short-Form Registration (as defined below), Holders part of at least an aggregate of thirty five percent (35%) of the its and its Affiliates’ Registrable Securities then outstanding may request, by delivering a written notice given request therefor to the Company (specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. Any such request by any AEA Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. The Company shall cause a give written notice (the “Demand Exercise Notice”) of such Demand Registration Statement on Form S-1 Request (or any successor form1) to be filed within forty-five each of the Holders of record of Registrable Securities (45other than individuals), at least ten (10) days after Business Days prior to the date on which filing of any registration statement under the initial request is given Securities Act and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in any twelve (12) month period the case of a request for the holders filing of Registrable Securities; providedan automatic shelf registration statement, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(aat least ten (10) unless and until it has become effective and Business Days prior to the holders requesting filing of such registration are able to register and sell statement). Notwithstanding the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveforegoing, the Company may convert delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such Long Form Registration into a Short-Form Registrationnotice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At any time that at which time the Company is shelf registration statement required pursuant to Section 4.01 shall not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) be available for the resale of the Registrable Securities then outstanding may requestor an Underwritten Offering, by written notice given to including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement for a secondary offering, the Company shall, as promptly as reasonably practicable following the written request of Subscriber or any of its Affiliates for registration under the Securities Act of all or part of the Registrable Securities (the a “Demand NoticeRequest”), the Company to register under and in accordance file a registration statement with the provisions SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities Act all pursuant to Subscriber’s or any portion of their Registrable Securities on Form S-1 its Affiliates’ intended method of distribution thereof or any successor form thereto (each a “Long-Form Registration”). Each request an Underwritten Offering with anticipated aggregate gross proceeds for a Long-Form Registration shall specify at least $10 million, and shall, subject to the approximate number terms of Registrable Securities required to be registered. Upon receipt of such requestthis Article IV, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Demand Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as reasonably practicable thereafter. The Company shall not be required to effect more than two (2) after the filing thereof; provided that such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Demand Registration Statement shall not count be filed on (a) Form F-3 or Form S-3, as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 applicable, or any similar Shortshort-Form Registration after the date form registration statement that may be available at such time for a Long-Form Registration is filed or declared effectivesecondary offering, if the Company is then F-3/S-3 Eligible, or (b) Form F-1 or Form F-1, as applicable, or any similar long-form registration statement that may convert be available at such Long Form Registration into time, if the Company is not then F-3/S-3 Eligible. Each Demand Request shall specify the number of Registrable Securities to be registered and the intended method or methods of distribution thereof. Subscriber agrees to provide the Company with such information in connection with a Short-Form RegistrationDemand Request as may be reasonably requested by the Company to facilitate such Demand Request.

Demand Registrations. (a) At any time that Commencing six (6) months after the consummation of an initial public offering of the Company is not qualified to use in the US, each Investor may make a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given request to the Company (for Registration of all or part of the outstanding Registrable Securities held by such Investor and any of its Affiliates. A Registration that is undertaken by the Company in response to a valid request made by an Investor pursuant to this Section 2.1 shall be referred to herein as a “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). .” Each such request for a Long-Form Registration shall specify the approximate number class and the aggregate amount and class of Registrable Securities required to be registered. Upon receipt Registered and the intended methods of such requestdisposition and distribution thereof; provided, the Company that no request shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders be made for Registration of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire with a total market value estimated to be included in such registrationless than US$25,000,000. The Company shall cause file, as promptly as practicable (and in any event, within ninety (90) days) following receipt of a request for a Demand Registration, a Registration Statement on Form S-1 (or any successor form) relating to be filed within forty-five (45) days after the date on which the initial request is given such Demand Registration and shall use its reasonable best efforts to cause any such Registration Statement promptly to be declared effective under the Securities Act, the “blue sky” laws of such jurisdiction as such Investor or underwriter, if any, reasonably request, or any other Law, as applicable, and to cause such Registration Statement to be declared remain effective by until the Commission as soon as practicable thereafterearlier of (i) the date all Registrable Securities have been sold or (ii) nine (9) months after the effective date of such Registration Statement. The Company shall not be required have the option, subject to effect more than two (2) reasonable consultation with the Investors, to include in such Long-Form Registrations in any twelve (12) month period for Registration additional Company Securities of the holders class or classes of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registrationregistered hereunder, including securities to be sold for the Company’s own account or for the account of other Persons, except for Company Securities to be registered pursuant to registration rights of other Investors pursuant to this Agreement. If the applicable law requires that other shareholders must be permitted to include Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveSecurities held by such holders, the Company may convert shall be permitted to include such Long Form Registration into a Short-Form RegistrationCompany Securities.

Demand Registrations. (a) At any time and from time to time following the date that is *** months after the Company is not qualified Closing Date, the Investors may require EchoStar to use file a Registration Statement on Form S-3 registration statement under the Securities Act in respect of all or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) a portion of the Registrable Securities then outstanding may request, by delivering to the Issuers written notice given to stating that such right is being exercised, specifying the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions number of shares of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration (the shares subject to such request, the “Demand Shares”) and describing the intended method of distribution thereof, which *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. The Company Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. may include an underwritten offering (a “Demand Request”). Upon receiving a Demand Request, subject in all cases to Section 3.4 of this Agreement, EchoStar shall cause (i) use its commercially reasonable efforts to file as promptly as reasonably practicable a Registration Statement registration statement on Form S-1 such form as it may reasonably deem appropriate providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution; provided that, in the case of an initial underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of at least ***, and in the case of any additional underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of at least *** (or any successor forma “Demand Registration”) to be filed within forty-five and (45ii) days after the date on which filing of an initial version of the initial request is given and shall registration statement, use its commercially reasonable efforts to cause such Registration Statement registration statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert of filing of such Long Form Registration into a Short-Form Registrationregistration statement.

Demand Registrations. (a) At any time that after the Company Required Approval is not qualified received, and from time to use time thereafter, upon the receipt of a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), written request from the Holders of at least an aggregate of thirty five percent (35%) a majority of the Registrable Securities then outstanding may request, beneficially owned by written notice given to Xxxxxxxxxx and its Affiliates that the Company file a Registration Statement under the Act covering the registration for the offer and sale of all or part of such Xxxxxxxxxx'x Registrable Securities (the “a "Xxxxxxxxxx Demand Notice”Registration"), as soon as practicable, the Company shall give written notice to register all other Holders of such Xxxxxxxxxx Demand Registration and shall cause all such Registrable Securities that Xxxxxxxxxx and such other Holders have requested, which written request must be received by the Company no later than 30 days after the Company shall have given the aforesaid notice, to be registered under the Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement, including as set forth in Section 9 below. Three Xxxxxxxxxx Demand Registrations are entitled to be effected pursuant to this Section 2 and a registration requested pursuant to this Section 2 shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective, and remained continuously effective without interruption in accordance with the provisions of Section 5(a) hereof, or not withdrawn as permitted in accordance with the Securities Act all terms and conditions of this Agreement. The Holders initiating a Xxxxxxxxxx Demand Registration may terminate such Xxxxxxxxxx Demand Registration prior to the filing of a Registration Statement relating thereto, or require the Company to withdraw promptly any portion Registration Statement which has been filed pursuant to this Section 2 but which has not become effective under the Act, and such registration shall not be deemed to be a Xxxxxxxxxx Demand Registration if either (i) the Holders of their the Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire sought to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) registration agree to pay the costs and expenses of such registration as set forth in Section 8 below, pro rata in accordance with the number of Registrable Securities sought to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective sold by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders each of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included them in such registration. If , subject to the provisions of Section 9 below, or (ii) such withdrawal is accompanied by notice from Xxxxxxxxxx that, in the good faith exercise of its reasonable judgment, there has occurred either (A) a material adverse change in the business, results of operations, financial condition or prospects of the Company qualifies or (B) a misstatement or omission in any preliminary prospectus (other than with respect to such information supplied in writing by or on behalf of such Holder expressly for use a Registration Statement on Form S-3 or any similar Short-Form Registration after in such preliminary prospectus) which makes it inadvisable to proceed with the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationregistration.

Demand Registrations. (a) At Subject to and without limiting any time that of the Company is not qualified obligations of the Stockholder set forth in Section 5.1, (i) the Stockholder may request registration under the Securities Act of all or any portion of its Registrable Securities on Form S-1 (excluding a Shelf Registration) or any successor long-form registration statement (“Long-Form Registrations”) subject to use and in accordance with Section 4.1(b) and (ii) the Stockholder may, if available, request registration under the Securities Act of all or any portion of its Registrable Securities on a Registration Statement shelf registration statement on Form S-3 or any similar Shortsuccessor short-Form Registration form registration statement (as defined belowa “Shelf Registration”), Holders in each case of the foregoing clauses (i) and (ii), to be effective at least any time from and following the first anniversary of the date on which the Company completes an IPO (or, in the event that the IPO is not completed prior to November 2, 2023, at any time from and following the Stockholder’s exercise of the Exchange Right) (subject to the expiration or waiver of the applicable lock-up period relating to such IPO), subject to and in accordance with Section 4.1(b); provided, that (A) the Stockholder shall be entitled to no more than one (1) Shelf Registration during each three (3)-year period and an aggregate of thirty five percent three (35%3) Shelf Registrations hereunder, (B) the Stockholder shall not be entitled to any Long-Form Registrations at any time when the Company is eligible to effect a Shelf Registration and (C) each Shelf Registration must include all of the Registrable Securities then outstanding may request, held by written notice given the Stockholder. All registrations requested pursuant to this Section 4.1 by the Company (the Stockholder are referred to herein as “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Registrations.” Each request for a Long-Form Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities shares requested to be included in such registration. If registered and the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationintended method of distribution.

Demand Registrations. (ai) At Subject to the terms and conditions of this Agreement, at any time that following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)Closing Date, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding each Purchaser may request, by written notice given to the Company (the “Demand Notice”), request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their the Registrable Securities held by such Purchaser for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on Form S-1 or any successor form thereto (each a “Long-Form Registration”)the cover page of the Registration Statement, shall not be less than $250,000,000. Each Such request for a Long-Form Registration shall specify the approximate number intended method of disposition thereof by such Purchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities required shall be on Form S-3 (subject to be registeredSection 9.1(a)(iii)). Upon receipt of such requestIf the Company is requested to file a registration on Form S-3 and the Company is then ASR Eligible, the Company shall promptly (but use commercially reasonable best efforts to cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, in no event later than three (3) Business Days following receipt thereof) deliver notice whole or in part, an underwritten public offering of such request to all other holders Common Stock, the number of shares of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationan underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). The Such Purchaser may revoke a request pursuant to this Section 9.1(a)(i) prior to the effective date of the corresponding Registration Statement; provided, that such request shall count as one of such Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless such Purchaser reimburses the Company shall cause a for all out-of-pocket expenses (including Registration Statement on Form S-1 (or any successor formExpenses) incurred by the Company relating to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement Statement; provided, further, if such Purchaser revokes a demand pursuant to be declared effective by the Commission as soon as practicable thereafter. The Company this Section 9.1(a)(i) within twenty-four (24) hours after notice in writing to such Purchaser of an Underwriter Cutback, (1) such request shall not be required count as one of its demand requests pursuant to effect more than two Section 9.1(a)(ii) and (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall Purchaser will not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able be obligated to register and sell the Registrable Securities requested to be included in such registration. If reimburse the Company qualifies to use a for any of its out-of-pocket expenses, including Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationExpenses.

Demand Registrations. (a) At any time following March 1, 2013 and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Company is not qualified to use a Registration Statement on Form S-3 Shares may be publicly offered for sale in the United States by the Shareholders or any similar Short-Form Registration Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (as defined belowsuch period, the “Demand Period”), Holders PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of at least an aggregate of thirty five percent (35%) all or a portion of the Registrable Securities then outstanding may request, by written notice given delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (the a “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form RegistrationRequest”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestAs promptly as practicable, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which Company receives a Demand Request, the initial request is given Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its reasonable best efforts to cause such Registration Statement to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Commission Securities Act if so requested) (such registration as soon as practicable thereafter. The Company shall not be required to effect more than two (2described in this sentence, a “Demand Registration”) such Long-Form Registrations in any twelve (12) month period providing for the holders registration of such number of Registrable Securities; provided, that a Registration Statement Securities the Shareholders shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting have demanded be registered for distribution in accordance with such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationintended method of distribution.

Demand Registrations. (a) At any time that (i) As soon as practicable but no later than thirty (30) calendar days following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) closing of the Registrable Securities then outstanding may request, by written notice given to the Company Merger (the “Demand NoticeFiling Date”), the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to register under such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in accordance compliance with the provisions of the Securities Act all or until such time as there are no longer any portion of their Registrable Securities Securities. In the event the Company files a Shelf Registration Statement on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestS-1, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause convert such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration as soon as practicable after the date that a Long-Company is eligible to use Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationS-3.

Demand Registrations. (a) At any time that If, following the date hereof, the Company is not qualified unable to use file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)required under Section 2.1, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, Holders' Representative shall have the right by delivering a written notice given to the Company (the “a "Demand Notice”), ") to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required Beneficially Owned by any Holders and requested by such Demand Notice to be registeredso registered (a "Demand Registration"); provided, however, that if a Demand Notice is made in respect of a number of Registrable Securities that is less than all of the Registrable Securities Beneficially Owned by any Holders, then the sale of the Registrable Securities requested to be registered by the Holders' Representative must be reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of such requesta Demand Notice, the Company shall use its reasonable best efforts to file, as promptly (as reasonably practicable, but in no event not later than three (3) Business Days following 45 days after receipt thereof) deliver notice by the Company of such request Demand Notice (subject to all other holders paragraph (d) of this Section 2.2), a Registration Statement relating to the offer and sale of the Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. The Company shall cause Holders (a "Demand Registration Statement on Form S-1 (or any successor formStatement") to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationfiling thereof.

Demand Registrations. (ai) At any time after the date that is 180 days after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, any Holder or Holders of Registrable Securities shall have the right to elect, by giving written notice thereof to the Company, to require the Company to use its reasonable best efforts to register all or a portion of such Holder’s Registrable Securities under the Securities Act; provided, however, that (A) if the Company is not qualified eligible to use a Registration Statement register the Registrable Securities on Form S-3 or any similar Short-Form Registration (as defined below)under the Securities Act, Holders of at least an aggregate of thirty five percent (35%) of the Company shall be obligated to register the Registrable Securities then upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding may requestRegistrable Securities, by written notice given to and (B) if the Company (is eligible to register the “Demand Notice”)Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement providing for the registration of, and the sale in accordance with the provisions intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities Act all or elected to be included therein by the Holder. The Company shall be required to cause to become effective pursuant to this Section 2(a)(i) no more than three registration statements in the aggregate, and only one registration statement within any portion period of their six months, unless the Company is eligible to register the Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration S-3 under the Securities Act, in which case the Holders shall specify have the approximate number of Registrable Securities required unlimited right to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement require registrations on Form S-1 (or any successor form) to be filed within forty-five (45) days after S-3; provided, however, that the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required obligated to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Shortif within the 12-Form Registration after month period preceding the date that a Long-Form Registration is filed or declared effective, of such request for registration the Company may convert such Long already has effected two registrations on Form Registration into a Short-Form RegistrationS-3 (or applicable successor form) at the request of Holders.

Demand Registrations. (a) At any time that (i) As soon as practicable but no later than forty-five (45) calendar days following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) closing of the Registrable Securities then outstanding may request, by written notice given to the Company Merger (the “Demand NoticeFiling Date”), the Company shall prepare and file with (or confidentially submit to) the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to register under such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in accordance compliance with the provisions of the Securities Act all or until such time as there are no longer any portion of their Registrable Securities Securities. In the event the Company files a Shelf Registration Statement on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestS-1, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause convert such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration as soon as practicable after the date Company is eligible to use Form S-3. The Company shall, if requested by a Holder, (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the Registrable Securities, (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that a Longremoval of such legends in such circumstances may be effected in compliance under the Securities Act, and (iii) issue Registrable Securities without any such legend in certificated or book-Form Registration is filed entry form or declared effectiveby electronic delivery through The Depository Trust Company, at the Holder’s option, within two (2) Business Days of such request, if (A) the Registrable Securities are registered for resale under the Securities Act, and the Holder has sold or proposes to sell such Registrable Securities pursuant to such registration, (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), or (C) the Holder has sold or transferred, or proposes to sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Registration Statement or in compliance with Rule 144. The Company’s obligation to remove legends under this Section 2.1(a)(i) may convert be conditioned upon the Holder providing such Long Form Registration into a Short-Form Registrationrepresentations and documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the federal securities laws.

Demand Registrations. (a) At any time that The Investors may request the Company is not qualified Parent to use commercially reasonable efforts to effect a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Securities on Form S-1 or any successor form thereto Act and a prospectus under Canadian Securities Acts (each including, if eligible, a “Longshelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-Form Registration”102 - Shelf Distributions). Each Any such request for shall be made by notice in writing (a Long-Form "Demand Registration shall specify Request") to the approximate number Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of Registrable Securities required to be registered. Upon any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such requestDemand Registration Request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver Parent will give written notice of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all other holders Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion of Registrable the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities who shall then have Act (such Common Shares, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) days from Business Days after delivery of the date such Parent's notice is given to notify the Company in writing Oaktree Investors, specifying the number of their desire Oaktree Series B Demand Shares intended to be included in registered, provided that such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities number requested to be included registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in such registrationthe Demand Registration Request. If the Company qualifies Subject to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveSection 5.2(b), the Company may convert such Long Form Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration into a Short-Form Registrationany securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (a) At any time that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by Upon written notice given to the Company delivered by the Lead Investor at any time from and after the Closing Date and from time to time (the each such notice, a “Demand Notice” and the date(s) the Lead Investor delivers a Demand Notice to the Company, each a “Demand Date”), the Lead Investor may require the Company to register under and in accordance with up to the provisions Demand Required Registration Amount of the Securities Act all or any portion of their Demand Registrable Securities not previously registered on Form S-1 or any successor form thereto (each a “Long-Form Registration”)Demand Registration Statement hereunder for resale pursuant to a Demand Registration Statement. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the The Company shall promptly then (i) within two (2) Business Days after the applicable Demand Date, give written notice thereof to all Investors other than the Lead Investor and (ii) prepare, and, as soon as practicable but in no event later than three the applicable Demand Filing Deadline, file with the SEC a Demand Registration Statement on Form F-3 (3or the applicable form) Business Days following receipt thereof) deliver notice covering the resale of such request to all other holders of the Demand Registrable Securities who shall then have ten set forth in the Demand Notice. Upon receipt of a notice by the Company pursuant to clause (10i) days from of the date such notice is given to immediately preceding sentence, any Investor may notify the Company in writing within five (5) Business Days of their desire receipt of such notice from the Company that it wishes to be have all or any portion of its Demand Registrable Securities included in the applicable Demand Registration Statement, and the Company shall treat each such Investor’s Demand Registrable Securities as if such Demand Registrable Securities were included in the applicable Demand Notice. In the event that Form F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Demand Registration Statement prepared pursuant hereto shall register for resale at least the number of ADSs set forth in the applicable Demand Notice, which shall not exceed, in the aggregate, the Demand Required Registration Amount. Each Demand Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit B. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such have the applicable Demand Registration Statement to be declared effective by the Commission SEC as soon as practicable thereafterpracticable, but in no event later than the applicable Demand Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the applicable Demand Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Demand Registration Statement. The Company Lead Investor shall not be required have the right to effect more than two five (25) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable SecuritiesDemand Registration Statements hereunder; provided, that however, the Lead Investor may withdraw a Registration Statement Demand Notice and such Demand Notice shall not count as a Long-Form Demand Registration requested under Section 2(a) unless and until it has become effective and Statement hereunder if the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If Lead Investor bears all expenses incurred by the Company qualifies to use regarding such withdrawn Demand Notice; provided, further, that the Lead Investor may withdraw a Demand Notice without bearing such expenses and without forfeiting such Demand Registration Statement on Form S-3 or any similar Short-Form Registration after if the date Lead Investor (i) has learned of a PublicCo Material Adverse Effect (as defined in the Securities Purchase Agreement) that a Long-Form Registration is filed or declared effective, was not known to the Lead Investor at the time it delivered the applicable Demand Notice to the Company may convert and (ii) has withdrawn the applicable Demand Notice with reasonable promptness following disclosure by the Company of such Long Form Registration into a Short-Form RegistrationPublicCo Material Adverse Effect.

Demand Registrations. A. Upon the written request of (ai) At Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company is not qualified effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to use a Registration Statement on Form S-3 or any similar Short-Form Registration effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as defined below), Holders of at least an aggregate of thirty five percent to permit the disposition (35%in accordance with the intended method thereof as aforesaid) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. Upon receipt So long as the Company does not breach any of such requestits obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall promptly only be required to comply with two (but in no event later than three (32) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such requests by each Stockholder for demand registration. The Company shall cause give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a Registration Statement on Form S-1 (or any successor form) registration statement pursuant to be filed this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within forty-five (45) 30 days after receipt of such notice, the date on which the initial request is given and shall use its reasonable efforts to cause Company will include in such Registration Statement to be declared effective registration statement any shares of Common Stock held by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless other Stockholders and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be so included. All of the Stockholders whose shares of Common Stock will be included in such registration. If a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration"Participating Stockholders."

Demand Registrations. (ai) At any time that from and after the Company is not qualified to use a Registration Statement on Form S-3 Closing Date, any Holder or any similar Short-Form Registration Holders (as defined below)the "Initiating Holders") who own, Holders of in the aggregate, at least an aggregate of thirty five percent (35%) a majority of the Registrable Securities then outstanding may requestelect, by giving written notice given thereof to the Company, to require the Company (to use its reasonable best efforts to register all or a portion of its Registrable Securities under the “Demand Notice”)Securities Act. Promptly following such election, the Company shall (1) give notice (the "Demand Notice") to register each other Holder (collectively, the "Other Holders") of Registrable Securities, if any, of such election, which notice shall set forth the identity of the Initiating Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement providing for the registration of, and the sale in accordance with the provisions intended method or methods of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective distribution thereof by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; providedelecting Holders of, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included therein in writing by the Initiating Holders and by any Other Holders who request the inclusion in such registration. If registration statement of their Registrable Securities by delivery of a written notice to the Company qualifies no later than the 15th calendar day following the date the Demand Notice is delivered by the Company. The Company shall be required to use a Registration Statement cause to become effective pursuant to this Section 2(a) no more than two registration statement upon any election pursuant to this Section 2(a)(i) by the Holders unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such registrations on Form S-3. Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any similar Short-Form Registration other form under the Securities Act twice in the preceding twelve month period upon elections pursuant to this Section 2(a)(i). Notwithstanding any provisions of this Section 2(a) to the contrary, if the Company is not subject to Sections 12(b) or (g) or 15(d) of the Exchange Act, the Holders may not exercise the demand rights provided for under this Section 2(a)(i) until the earlier of (i) the date 180 days after the date that a Long-Form Registration is filed or declared effective, consummation by the Company of an underwritten public offering of its Common Stock subsequent to the date on which the Company first ceases to be subject to such sections of the Exchange Act or (ii) the second anniversary of the date the Company ceases to be subject to such sections of the Exchange Act; provided, however, that the Holders may convert not exercise the demand rights under this clause (ii) unless the maximum initial public offering price of the securities to be registered as set forth on the cover page of the registration statement in the form initially filed with the SEC is such Long Form Registration into that it implies a Shortvaluation of all of the Common Stock, calculated on an as-Form Registrationconverted basis, of at least $50.0 million (before giving effect to the receipt of any proceeds to be received by the Company in such offering).

Demand Registrations. (a) At (i) Subject to Sections 2.1(b), 2.1(g) and 2.3, (x) at any time that and from time to time any of the AEA Investors shall have the right to require the Company is not qualified to use a Registration Statement on Form S-3 file one (1) or more registration statements and (y) at any time and from time to time after the closing of an IPO, each of the OTPP Investors and the TCP Investors shall have the right to require the Company to file up to two (2) registration statements under the Securities Act covering all or any similar Short-Form Registration (as defined below), Holders part of at least an aggregate of thirty five percent (35%) of the their and their respective Affiliates’ Registrable Securities then outstanding may request, by delivering a written notice given request therefor to the Company (specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. Any such request by a Sponsor Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Sponsor Investor(s) making such demand for registration being referred to as the “Initiating Holders”). The AEA Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations and, after the closing of an IPO, each of the OTPP Investors and the TCP Investors shall be entitled to request (and the Company shall be required to effect) up to two (2) Demand Registrations (in each case, it being understood that if a single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration). Any Demand Registration Request made after the closing of an IPO may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (if the Company is eligible to file a shelf registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”). The Company shall cause a give written notice (the “Demand Exercise Notice”) of such Demand Registration Statement on Form S-1 Request (or any successor form1) to be filed within forty-each Holder of Registrable Securities (other than individuals) at least five (455) days after Business Days prior to the date on which filing of any registration statement under the initial request is given Securities Act and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in any twelve (12) month period the case of a request for the holders filing of Registrable Securities; providedan automatic shelf registration statement, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(aat least five (5) unless and until it has become effective and Business Days prior to the holders requesting filing of such registration are able to register and sell statement). Notwithstanding the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveforegoing, the Company may convert delay any Demand Exercise Notice, including until after filing a registration statement, so long as all recipients of such Long Form Registration into a Short-Form Registrationnotice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At (i) Subject to Sections 2.1(b) and 2.3, at any time that after the expiration of the Lock-Up Period, each Holder shall have the right to require the Company is not qualified to use a Registration Statement on Form S-3 file one or more registration statements under the Securities Act covering all or any similar Short-Form Registration (as defined below), Holders part of at least an aggregate of thirty five percent (35%) of the its and its Affiliates’ Registrable Securities then outstanding may request, by delivering a written notice given request therefor to the Company (specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. The Any such request by such Holder(s) pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”). Notwithstanding the preceding sentences, the Company shall cause be required to conduct no more than two (2) Demand Registrations. Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a Registration Statement long-form registration statement on Form S-1 (or any successor form) to be filed within fortysimilar long-five (45) days after form registration statement), a shelf registration statement, and, if the date on which the initial request Company is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereaftera WKSI, an automatic shelf registration statement. The Company shall not be required give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders all Holders of record of Registrable Securities; provided, that Securities no later than five (5) Business Days after receipt of a Demand Registration Statement Request. Each Holder agrees to treat as confidential the receipt of the Demand Exercise Notice and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and result of disclosure by the holders requesting such registration are able to register and sell Holder in breach of the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationterms of this Agreement.

Demand Registrations. (a) At Warburg may at any time that following the date hereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, require the Company is not qualified to use file a Registration Statement on Form S-3 registration statement under the Securities Act in respect of all or a portion of the Investor Shares then Beneficially Owned by Warburg or by any other person that Beneficially Owns Investor Shares and who acquired such Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any similar Short-Form Registration of its Affiliates is the general partner (as defined below)all such Investor Shares, Holders the "Warburg Registrable Shares") (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request$25 million), by written notice given delivering to the Company (a written notice stating that such right is being exercised, specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "Warburg Demand Shares") and describing the intended method of distribution thereof (a "Warburg Demand Request"). The Upon receiving a Warburg Demand Request, the Company shall cause (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a Registration Statement registration statement on Form S-1 (or such form as the Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any successor form) other Investor Shares to be filed within forty-five included pursuant to Sections 4.3 and 4.4 hereof pursuant to the intended method of distribution and (453) days after the date on which filing of an initial version of the initial request is given and shall registration statement, use its reasonable efforts to cause such Registration Statement registration statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert of filing of such Long Form Registration into a Short-Form Registration.registration

Demand Registrations. (a) At any time that The Company shall not be deemed to have effected a Demand Registration unless and until the Company is not qualified to use a Demand Registration Statement on Form S-3 or any similar Short-Form is declared effective and remains in effect until the earlier of (i) the completion of the distribution pursuant thereto and (ii) such period of time, not exceeding two years, as requested by a majority of the Participating Holders. In the event that a Demand Registration (as defined below), is requested under this Section and Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities Common Shares requesting such Demand Registration later determine not to sell any of their Registrable Common Shares in connection with the Demand Registration requested, then outstanding may request, prompt notice shall be given by written notice given such Holders to the Company (that the “Demand Notice”), registration requested is no longer required and that the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registeredis thereby withdrawn. Upon receipt of such requestnotice, the Company shall promptly cease all efforts to secure registration and shall take all action necessary and reasonably practicable to prevent the commencement of effectiveness for any Demand Registration Statement that it is preparing or has prepared in connection with the withdrawn request; provided, however, that such registration shall be deemed a Demand Registration for purposes of Section 2.2(b), above, unless the (but in no event later than three (3i) Business Days following receipt thereof) deliver notice withdrawing Holders shall have paid or reimbursed the Company for all of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify reasonable out-of-pocket fees and expenses incurred by the Company in writing connection with the registration of their desire such withdrawn Registrable Common Shares or (ii) two previous such withdrawals have occurred. No Demand Registration shall be deemed to be included in have been effected if (i) during the Demand Period such registration. The Company shall cause a Registration Statement on Form S-1 (registration is interfered with by any stop order, injunction or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by other order or requirement of the Commission as soon as practicable thereafter. The Company shall not be required or other governmental agency or court or (ii) the conditions to effect more than two (2) such Long-Form Registrations closing specified in any twelve (12) month period for the holders of Registrable Securities; providedunderwriting agreement, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting if any, entered into in connection with such registration are able to register and sell not satisfied by reason of a wrongful act, misrepresentation or breach of an applicable underwriting agreement by the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationCompany.

Demand Registrations. (a) (i) At any time that a Shelf Registration Statement provided for in Section 2.1(e) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the SEC (a “Demand Registration Period”), subject to this Section 2.1(a) and Sections 2.1(b) and 2.3, at any time and from time to time during such Demand Registration Period, (i) each SPC Investor, and (ii) following the fifteen (15) month anniversary of the date hereof, each Founder Investor, shall have the right to require the Company is not qualified to use a Registration Statement on Form S-3 effect one or more registration statements under the Securities Act covering all or any similar Short-Form Registration part (as defined below), Holders of at least an aggregate of thirty five percent (35%subject to the Minimum Threshold) of the its and its Affiliates’ Registrable Securities then outstanding may request, by delivering a written notice given request therefor to the Company (specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. Any such request by any SPC Investor or Founder Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the SPC Investor(s) or Founder Investor(s) making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.1(b), the SPC Investors and Founder Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall cause a give written notice (the “Demand Exercise Notice”) of such Demand Registration Statement on Form S-1 (or any successor form) Request to be filed within forty-five (45) days after each of the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders Holders of record of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested promptly as practicable, but no later than five (5) Business Days prior to the filing of any registration statement under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell Securities Act. Notwithstanding the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveforegoing, the Company may convert delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such Long Form Registration into a Short-Form Registrationnotice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At Warburg may at any time following the date hereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Investor Shares then Beneficially Owned by Warburg or by any other person that Beneficially Owns Investor Shares and who acquired such Investor Shares in connection with such person’s status as a partner in any partnership in which Warburg or any of its Affiliates is the general partner (all such Investor Shares, the “Warburg Registrable Shares”) (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least $25 million), by delivering to the Company a written notice stating that such right is being exercised, specifying the number of Common Shares to be included in such registration (the shares subject to such request, the “Warburg Demand Shares”) and describing the intended method of distribution thereof (a “Warburg Demand Request”). Upon receiving a Warburg Demand Request, the Company shall (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as the Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any other Investor Shares to be included pursuant to Sections 4.3 and 4.4 hereof pursuant to the intended method of distribution and (3) after the filing of an initial version of the registration statement, use reasonable efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. Any Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company is not qualified required to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders include in such registration statement by virtue of at least an aggregate existing agreements between the holders of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to such Common Shares and the Company (the “Demand NoticeExisting Registration Rights”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration.

Demand Registrations. (a) At any time that following the date upon which the Shareholder has converted or given the Company is not qualified notice of its election to use a Registration Statement on Form S-3 convert any or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) all of the Registrable Securities then outstanding may request, by Preferred Stock into shares and prior to the date on which the Company shall have obtained a written notice given opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act (such period, the “"Demand Notice”Period"), the Shareholder shall have the unlimited right to require the Company to register file a registration under and in accordance with the provisions of the Securities Act in respect of all or any a portion of their Registrable Securities on Form S-1 or any successor form thereto the Shares by delivering to the Company written notice stating that such right is being exercised, specifying the number of Shares to be included in such registration and describing the intended method of distribution thereof (each a “Long-Form Registration”"Demand Request"). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestAs promptly as practicable, the Company shall promptly (but in no event later than three thirty (330) Business Days following receipt thereofdays after the Company receives a Demand Request, the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by Shareholder and if the Company is then eligible to use such a registration) deliver notice (a "Demand Registration") providing for the registration of such request to all other holders number of Registrable Securities who Shares as the Shareholder shall then have ten (10) days from the date demanded be registered for distribution in accordance with such notice is given to notify the Company in writing intended method of their desire to be included in such registrationdistribution. The Company shall cause a Registration Statement on Form S-1 (or have the right and option to designate any successor form) to one of the Demand Registrations be filed within forty-five (45) days after as a shelf registration or other successor procedure as prescribed by the date on SEC, as above provided as a shelf registration statement, for which the initial request is given and shall use its reasonable efforts Company agrees to cause such pay certain costs therefor pursuant to Section 3.5 below (the "Free Shelf Registration"). After completion of any Demand Registration Statement to be declared effective designated as a shelf registration by the Commission as soon as practicable thereafterCompany, any subsequent Demand Registrations shall not be shelf registrations unless the Company otherwise agrees. The Notwithstanding the foregoing, the Company shall not be required obligated to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Demand Registration requested under pursuant to this Section 2(a) unless and until it has become effective and 3.1 if the holders requesting such registration are able to register and sell number of Shares then held by the Registrable Securities requested to Shareholder shall be included in such registration. If less than 1% of the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationthen outstanding Common Stock.

Demand Registrations. (a) At If, at any time that on or after September 23, 200l and following an initial public offering, the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), shall be requested in writing by the Holders of at least an aggregate of thirty five percent (35%) not less than 50% of the Registrable Securities (treating for this purpose all other securities of the company then outstanding may request, held by written notice given Holders as having been converted into Registrable Securities on a common equivalent basis) to effect the Company (the “Demand Notice”), the Company to register registration under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number outstanding shares of Registrable Securities required to be registered. Upon receipt of such requestSecurities, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request proposed registration to all other holders Holders. Such 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 practicable, use its best efforts to effect the registration, on a form of general use under the Securities Act, of all shares of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify which the Company in writing of their desire has been requested to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterregister. The Company shall not be required obligated to effect cause to become effective more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of registration statements pursuant to which Registrable SecuritiesSecurities are sold under this Section 7.2(a); provided, however, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and if the holders requesting Holders desiring -------- ------- to participate in such registration are able unable to register and sell at least 75% of the Registrable Securities requested they desire to sell, then such Holders shall be entitled to one additional demand registration pursuant to this subsection 7.2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holders of Registrable Securities requesting registration pursuant to this Section 7.2(a) a certificate signed by the President of the Company stating that the Board of Directors of the Company has made the good faith judgment that it would be seriously detrimental to the Company and its Shareholders for such registration statement to be included filed in the near future, then the Company's obligation to use its best efforts to file and cause to become effective such registrationregistration statement may be deferred for a period which shall not exceed 180 days. If This right may not be exercised by the Company qualifies on more than one occasion for each registration pursuant to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationthis Section 7.2(a).

Demand Registrations. (a) At any time Beginning on the date that is six months after the Company is not qualified closing of a Qualified IPO, the Company, upon written request from the Required New Series A Investors, on behalf of the New Series A Investors and their Affiliates, as applicable, shall use commercially reasonable efforts to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of register under the Securities Act the Registrable Securities then outstanding may requestbeneficially held by the New Series A Investors, by written notice given as applicable (including, at the election of the Required New Series A Investors, in an underwritten offering) and bear all expenses in connection with such offering pursuant to the Company Section 3.1.4 below and shall enter into such other agreements in furtherance thereof (the each such registration pursuant to this Section 3.1.2, a “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each The Required New Series A Investors, on behalf of the New Series A Investors and their Affiliates, as applicable, shall have the right to request for a Long-Form Registration shall specify the approximate number of Registrable Securities required three (3) Demand Registrations pursuant to be registeredthis Section 3.1.2. Upon the receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request use commercially reasonable efforts to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a registration statement (a “Demand Registration Statement on Form S-1 (or any successor formStatement”) to be filed within forty-five (45) days after the date on which the initial request is given with, and shall use its reasonable efforts to cause such Registration Statement to be declared effective by by, the Commission SEC for all Registrable Securities that the Company has been requested to register as soon as practicable thereafter. The Company shall not be required agrees to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for use commercially reasonable efforts to keep the holders of Registrable Securities; provided, that a Demand Registration Statement continuously effective until the earliest of (a) the date on which the New Series A Investors and their Affiliates no longer hold any Registrable Securities registered under the Demand Registration Statement, (b) the date on which the Registrable Securities may be sold by the New Series A Investors and their Affiliates pursuant to Rule 144 (with such sale not being limited by either the timing or volume restrictions thereunder) or (c) the date that is 30 days from the effective date of such Demand Registration Statement (or the date that is 6 months from the effective date of such Demand Registration Statement if such Demand Registration Statement is a shelf registration statement filed on an appropriate form under the Securities Act). A registration shall not count as a Long-Form Demand Registration requested under Section 2(a) unless and until it the registration statement relating thereto has become been declared effective by the SEC and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationhas not been withdrawn.

Demand Registrations. (a) At any time after the earlier of (i) the second anniversary of the date hereof or (ii) the date that is one hundred and eighty (180) days after the closing of a firm commitment underwriting of any of the Company's securities, a Majority Interest of the Investors may notify the Company is not qualified that they intend to use a Registration Statement on Form S-3 offer or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given cause to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act be offered for public sale all or any portion of their Registrable Securities on Form S-1 or any successor form thereto in the manner specified in such request, provided that in the case of a request pursuant to clause (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify ii) such registration may not become effective prior to the approximate number date which is six months after the effective date of Registrable Securities required to be registeredthe Company's initial registration statement. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Persons holding Registrable Securities who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall will use its reasonable best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such Registration Statement registration under the Securities Act and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect registration -------- ------- pursuant to a request under this Section 2 more than two three (23) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and eighty (180) days after the effective date of a registration statement filed by the Company covering a Qualified Public Offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such Long-Form Registrations postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for the holders of Registrable Securities; provided, that a Registration Statement shall delaying filing or effectiveness. A registration will not count as a Long-Form Registration requested registration under this Section 2(a) unless and until it has become effective and the holders requesting registration statement relating to such registration are able to register and sell has been declared effective by the Commission at the request of the initiating holders; provided, -------- however, that if a majority in interest of the participating holders of ------- Registrable Securities requested to be included shall request, in such registration. If writing, that the Company qualifies to use withdraw a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is registration statement which has been filed or under this Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company may convert to reinstate such Long Form Registration into a Short-Form RegistrationStatement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein.

Demand Registrations. (a) At any time following the date on which all Registrable Securities have been registered for resale pursuant to Section 2 hereof, a Purchaser or Purchasers owning, in the aggregate, at least a 50% majority in interest (the “Initiating Purchasers”) of the Listing Penalty Shares (as defined in the Securities Purchase Agreement) or the Escrow Shares (as defined in the Securities Escrow Agreement) (collectively, the “Listing Penalty and Escrow Securities”) may request that the Company is not qualified to use file a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders providing for the resale of at least an aggregate of thirty five percent (35%) of the Registrable all Listing Penalty and Escrow Securities then outstanding may request, held by the Initiating Purchasers by giving written notice given to the Company (the “Demand Notice”). The Demand Notice shall describe the number of Listing Penalty and Escrow Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Listing Penalty and Escrow Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Listing Penalty and Escrow Securities. The Company shall (i) not permit any securities other than the Listing Penalty and Escrow Securities and any other unregistered Registrable Securities to register under and be included in any such Registration Statement, provided that such securities shall be registered in accordance with the cutback provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto in Section 2(a) above; and (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3ii) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of: (x) the date when all Registrable Securities covered by such Registration Statement have been sold; or (y) the date on which the Listing Penalty and Escrow Securities may be sold without any restriction pursuant to Rule 144 as determined by the Commission as soon as practicable thereafter. The Company shall not be required counsel to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies pursuant to use a Registration Statement on Form S-3 or any similar Short-Form Registration after written opinion letter, addressed to the date that a Long-Form Registration is filed or declared effective, the Company may convert Company’s transfer agent to such Long Form Registration into a Short-Form Registrationeffect.

Demand Registrations. (a) At any time that after the Company is not qualified to use a Registration Statement on Form S-3 or any similar Shortsix-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) month anniversary of the Registrable Securities then outstanding may requestconsummation of the Stock Purchase pursuant to the SPA, the Holders’ Representative shall have the right by delivering a written notice given to the Company (the a “Demand Notice”), ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required Beneficially Owned by any Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Holders’ Representative (x) relates to at securities representing at least 5% of the then-outstanding shares of Common Stock or (y) is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of such requesta Demand Notice, the Company shall use its reasonable best efforts to file, as promptly (as reasonably practicable, but in no event not later than three 30 days (3or, if the Company is not then eligible to use Form S-3, 90 days) Business Days following after receipt thereof) deliver notice by the Company of such request Demand Notice (subject to all other holders paragraph (e) of this Section 4.1), a Registration Statement relating to the offer and sale of the Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. The Company shall cause a Registration Statement on Form S-1 Holders (or any successor formto the extent not prohibited by applicable Law) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date filing thereof; provided that if such Demand Notice relates to a Long-Form Registration is filed or declared effectiveShelf Demand, the Company may convert such Long Form Registration into a Short-Form Registrationprovisions of paragraph (b) of this Section 4.1 shall apply.

Demand Registrations. From time to time upon request of the Stockholder, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Unless the Company is eligible to use Form S-3 (aor a successor form) At any time that under the Securities Act (which registrations are covered under Section 4.2(b) below), such Registration Statement shall be on Form SB-2 under the Securities Act (unless the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company eligible to register under and in accordance with for resale the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”SB-2, in which case such registration shall be on another appropriate form). Each request for a Long-Form Any such Registration Statement shall specify list as Selling Stockholders such Holders as the approximate number of Registrable Securities required to be registered. Upon receipt of such Stockholder may request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (a) the date that is twenty-four (24) months following the date on which such Registration Statement becomes effective and (b) until all Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Commission as soon as practicable thereafterCompany pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to Company’s transfer agent and the Stockholder (the “Effectiveness Period”). The Company shall promptly notify the Stockholder via e-mail of the effectiveness of such Registration Statement. Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request under this Section 4.2(a) more than two (2) such Long-Form Registrations in times during any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall period. A registration will not count as a Long-Form Registration requested registration under this Section 2(a4.2(a) unless and until it has become effective and the holders requesting Registration Statement relating to such registration are able to register and sell has been declared effective by the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationCommission.

Demand Registrations. (a) At Warburg may at any time that following the date hereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, require the Company is not qualified to use file a Registration Statement on Form S-3 registration statement under the Securities Act in respect of all or a portion of the Common Shares, or the Common Shares into which Investor Shares may be converted, then Beneficially Owned by Warburg or by any other person that Beneficially Owns Common Shares and who acquired such Common Shares or Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any similar Short-Form Registration of its Affiliates is the general partner (as defined below)all such Common Shares, Holders the "WARBURG REGISTRABLE SHARES") (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request$25 million), by written notice given delivering to the Company (a written notice stating that such right is being exercised, specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "WARBURG DEMAND SHARES") and describing the intended method of distribution thereof (a "WARBURG DEMAND REQUEST"). The Upon receiving a Warburg Demand Request, the Company shall cause (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a Registration Statement registration statement on Form S-1 (or such form as the Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any successor form) other Investor Shares to be filed within forty-five included pursuant to Sections 4.3 and 4.4 hereof pursuant to the intended method of distribution and (453) days after the date on which filing of an initial version of the initial request is given and shall registration statement, use its reasonable efforts to cause such Registration Statement registration statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafterafter the date of filing of such registration statement. The Any Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company shall not be is required to effect more than two (2) include in such Long-Form Registrations in any twelve (12) month period for registration statement by virtue of existing agreements between the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective such Common Shares and the holders requesting such registration are able to register and sell Company (the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration"EXISTING REGISTRATION RIGHTS").

Demand Registrations. (a) At a)At any time that beginning on the 120th day following the closing of the Merger Agreement, but only if the Company is has not qualified filed a Registration Statement prior thereto with respect to use which the Lifted Owner was granted piggyback registration rights pursuant to Section 3 and was permitted to include for registration thereon all of the Registerable Securities, upon the request of the Lifted Owner, the Holders of Registerable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registerable Securities pursuant to a Registration Statement on Form S-3 S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or, if eligible, Form S-3 (a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the a “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Registerable Securities required requested to be registeredincluded in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than three ten (310) Business Days days following receipt thereof) deliver notice of such request to all other holders Holders of Registrable Registerable Securities who shall then have ten (10) days from the date such notice is 106364262.v3 given to notify the Company in writing of their desire to be included in such registration. The Company shall cause prepare and file with (or confidentially submit to) the Securities and Exchange Commission (the “Commission”) SEC a Registration Statement on Form S-1 or Form S-3 (as applicable) or any successor form) form thereto covering all of the Registerable Securities that the Holders thereof have requested to be filed within forty-five (45) days after included in such Demand Registration as promptly as practicable following the date on which the such initial request is given and shall use its reasonable good faith efforts to cause such Registration Statement to be declared effective by the Commission SEC as soon as practicable thereafter. The Company Lifted Owner shall not be required entitled to effect no more than two one (21) such Long-Form Registrations Demand Registration in any twelve (12) month period for pursuant to this Section 2 and three (3) Demand Registrations pursuant to this Section 2 in the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationaggregate.

Demand Registrations. (a) At any time that after the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)earlier of 180 days after the consummation of the Merger, Holders of at least an aggregate of thirty five percent (35%) a majority of the Registrable Securities then outstanding may requestprovide a written request that the Company file a Registration Statement with the SEC with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), by then the Company shall, within five Business Days of the receipt thereof, give written notice given to the Company (the “Demand Exercise Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders Holders, and subject to the limitations of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall this Section 2.1, use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission effect, as soon as practicable thereafterpracticable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 of the Securities Act (“Rule 415”) thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. The Company shall not be required to effect more than two Demand Registrations on behalf of the Holders. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any Demand Registration: within four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (2other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a transaction under SEC Rule 145 promulgated under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective; where the anticipated gross offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $1,000,000; if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf Registration Statement should be suspended) because: (i) such Longregistration (or continued sales under a shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries, or (ii) the Company is in possession of material non-Form Registrations public information, the disclosure of which has been determined by the Board to not be in any twelve the Company’s best interests (12in either case, a “Valid Business Reason”), then (x) month period the Company may postpone filing a Registration Statement relating to a Demand Registration Request or suspend sales under an existing shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the holders date the Board determines a Valid Business Reason exists and (y) in case a Registration Statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of Registrable Securitiesits determination to postpone or withdraw a Registration Statement or suspend sales under a shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that a Registration Statement the Company shall not count as defer its obligation in this manner for more than 90 days in any 12 month period; or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able general consent to register and sell the Registrable Securities requested to be included service of process in effecting such registration, qualification or compliance. If the Company qualifies shall give any notice of postponement, withdrawal or suspension of any Registration Statement pursuant to use Section 2.1(a)(iv), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Stock, other than pursuant to a Registration Statement on Form S-3 S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any Registration Statement pursuant to Section 2.1(a)(iv), such Holder will discontinue its disposition of Registrable Securities pursuant to such Registration Statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a Registration Statement filed pursuant to a Demand Registration (whether pursuant to Section 2.1(a)(iv) or as a result of any stop order, injunction or other order or requirement of the SEC or any similar Short-Form other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new Registration Statement covering the Registrable Securities covered by the withdrawn Registration Statement and such Registration Statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a Registration Statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date that a Long-Form of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed Registration is filed or declared effectiveStatement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company may convert shall not be considered to have effected an effective registration for the purposes of this Agreement), and such Long Form Registration into a Short-Form Registrationregistration shall not be withdrawn or postponed pursuant to Section 2.1(a)(iv).

Demand Registrations. (a) At any time and from time to time, the Summa Investor(s) (the “Initiating Holder(s)”) may request in writing that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their the Registrable Securities on Form S-1 or held by the Initiating Holder(s); provided that no Registration Statement need be filed with the Commission (for the avoidance of doubt, this proviso excludes any successor form thereto Registration Statement confidentially submitted to the Commission) prior to the expiration of any “lock-up agreement” entered into with an underwriter in connection with the IPO (each a “Long-Form Registration”unless waived by such underwriter). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall promptly as soon as possible and in any case within three (but in no event later 3) days deliver notice (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”) thereof to all Holders (other than the Initiating Holder(s)), if any, who shall then have three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Demand Registration. A Holder who is, or who is controlled by any person who is, an employee of the Company or its Subsidiaries may participate in a Demand Registration pursuant to this Section 2.1(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Demand Registration and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Demand Registration does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall cause a Registration Statement on Form S-1 (or have the full and absolute discretion to determine the extent by which any successor form) cutbacks are required and which Holders will be affected), unless otherwise agreed by the Initiating Holder(s). Subject to be filed within forty-five (45) days after the date on which provisions of Section ‎2.5 below, the initial request is given and Company shall use its reasonable best efforts to cause file a registration statement for such Registration Statement to be declared effective by intended method of distribution, as promptly as practicable, but not later than (x) sixty (60) days after such Demand Notice in the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders case of Registrable Securities; provided, that a Registration Statement shall not count as registration with a Long-Form Registration requested under Section 2(aStatement and (y) unless and until it has become effective and thirty (30) days after such Demand Notice in the holders requesting such case of a registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use with a Registration Statement on Form S-3 or any similar Short-Form Registration Statement, and in each case shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date that a Long-Form Registration is filed or declared effective, filing thereof (subject to the Company may convert such Long Form Registration into a Short-Form Registrationproviso of the first sentence of this Section ‎2.1(a)).

Demand Registrations. (a) At any time after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act (the “IPO”), a Majority Interest may request that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their the Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration held by such Majority Interest; provided that such registration shall specify not become effective prior to the approximate number six month anniversary of Registrable Securities required to be registeredthe effectiveness of the Company’s IPO. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities Holders, who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall will use its reasonable best efforts to cause effect expeditiously the registration of all Registrable Securities whose holders request, pursuant to this Section 2, participation in such Registration Statement registration under the Securities Act and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such Long-Form Registrations postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for the holders of Registrable Securities; provided, that a Registration Statement shall delaying filing or effectiveness. A registration will not count as a Long-Form Registration requested registration under this Section 2(a) unless and until it the registration statement relating to such registration has become been declared effective and by the holders requesting Commission at the request of the initiating Investors; provided, however, that if the Investors holding not less than a majority of the participating Registrable Securities owned by all Investors shall request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but has not yet been declared effective, a majority in interest of such Investors may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. In addition, a registration will not count as a requested registration under this Section 2(a) in the event that any Registrable Securities sought to be included by the Investors in such registration are able to register and sell the Registrable Securities requested to be included excluded from such registration in such registration. If the Company qualifies to use a Registration Statement on Form S-3 accordance with Section 2(b) or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationSection 4.

Demand Registrations. (a) At any time that after the date hereof, a Majority Interest of the Investors may notify the Company is not qualified that they intend to use a Registration Statement on Form S-3 offer or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given cause to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act be offered for public sale all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify representing offering proceeds aggregating not less than $10 million) in the approximate number of Registrable Securities required to be registeredmanner specified in such request. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Persons holding Registrable Securities who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall will use its reasonable best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such Registration Statement registration under the Securities Act and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such Longrequest, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-Form Registrations five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for the holders of Registrable Securities; provided, that a Registration Statement shall delaying filing or effectiveness. A registration will not count as a Long-Form Registration requested registration under this Section 2(a) unless and until it has become effective and the holders requesting registration statement relating to such registration are able to register and sell has been declared effective by the Commission at the request of the initiating holders; provided, however, that, if a Majority Interest of the participating holders of Registrable Securities requested to be included shall request, in such registration. If writing, that the Company qualifies to use withdraw a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is registration statement which has been filed or under this Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company may convert to reinstate such Long Form Registration into a Short-Form Registrationregistration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein.

Demand Registrations. (a) At any time following the date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest of the Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2 (except if the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company eligible to register under and in accordance with the provisions of the Securities Act all or any portion of their for resale such Registrable Securities on Form S-1 or any successor SB-2, in which case such registrations shall be on another appropriate form thereto (each a “Long-Form Registration”in accordance herewith and the Securities Act and the rules promulgated thereunder). Each request for a Long-Form such Registration Statement shall specify cover to the approximate extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in any such registration. The Company shall cause a Registration Statement on Form S-1 and (or any successor formii) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when 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(k) as determined by the Commission as soon as practicable thereaftercounsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall not be required to effect more than two (2) request that the effective time of any such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become is 5:00 p.m. Eastern Time on the effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registrationdate. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration.202

Demand Registrations. (a) At Holders of Registrable Securities representing not less than (x) 30% of any time series of Preferred Stock, or (y) if such request is made by Holders of more than one series of Preferred Stock, 10% of the then-outstanding Registrable Securities (for purposes of calculating (x) and (y), any Preferred Stock is to be measured as the number of shares of Common Stock issuable upon conversion of such Preferred Stock at the then applicable conversion rate on such series of Preferred Stock) (the "Initiating Holders") may require that the Company is not qualified to use effect a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register registration under and in accordance with the provisions of the Securities Act at any time or times (i) with respect to at least 25% of the Common Stock issued or issuable upon conversion of any series of Preferred Stock or at least 10% of the Common Sock issued or issuable upon conversion of all series of Preferred Stock, if the request is made by Holders of more than one series of Preferred Stock (or any portion such lesser amount representing all remaining Registrable Securities) (a "Common Stock Registration"), and (ii) with respect to a series of their Registrable Securities on Form S-1 Preferred Stock with an anticipated offering or any successor form thereto sale price of $30,000,000 (a "Preferred Stock Registration") (each of such a “Long-Form Common Stock Registration and a Preferred Stock Registration a "Demand Registration”"). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of written notice of such requestdemand, the Company shall will promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request the proposed registration to all Holders other than Initiating Holders and will include in such registration (x) all Registrable Securities specified in such demand, together with Registrable Securities of like kind of any other Holder joining in such demand as are specified in a written request received by the Company within 20 days after delivery of the Company's notice and (y) all shares of equity securities of the Company which the Company or other holders of Registrable Securities who shall then have ten (10) days from equity securities having registration rights may elect to register. For purposes of a Preferred Stock Registration, only shares of the date such notice is given to notify the Company same series of Preferred Stock will be considered "like kind." Notwithstanding anything in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor formthis Section 2.1(a) to the contrary, the Holders will collectively be filed within forty-five entitled to no more than an aggregate of four (454) days after the date on which the initial request is given Demand Registrations under this Section 2.1(a) and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterSection 2.1(d). The Company shall not be required obligated to effect more than two (2three of such Demand Registrations under this Section 2.1(a) such Long-Form Registrations in any twelve (12) month period for the holders by means of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under an underwriting pursuant to Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration2.1(c).

Demand Registrations. (ai) At If at any time after the date that is 180 days prior to the Company expiration of the Common Stock Transfer Period there is not qualified to use a no Resale Registration Statement on Form S-3 in effect, upon the written request of one or any similar Short-Form Registration more Holders (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the a “Demand NoticeRegistration Request”), the Company shall use commercially reasonable efforts to register file promptly a registration statement on Form S-1 (or successor form) (a “Demand Registration Statement”) registering for resale such number of shares of Registrable Securities requested to be included in the Demand Registration Statement (a “Demand Registration”) and have the Demand Registration Statement declared effective under and in accordance with the provisions of the Securities Act all or any portion as promptly as practicable, but in no event earlier than thirty (30) days prior to the expiration of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”)the transfer restrictions set forth in Section 7 of the Governance Agreement. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly Promptly (but in no event later than three five (35) Business Days following Days) after receipt thereof) deliver by the Company of a Demand Registration Request, the Company shall give written notice of such request Demand Registration Request to all other holders of Holders and shall include in such Demand Registration all Registrable Securities who shall then have with respect to which the Company received written requests for inclusion therein within ten (10) days from Business Days after the date delivery of such notice is given to notify such Holder. After any Demand Registration Statement has become effective, the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause keep such Demand Registration Statement to be declared continuously effective until all of the Registrable Securities covered by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Demand Registration Statement shall not count as have been sold in accordance with the plan of distribution set forth therein or are no longer outstanding. Notwithstanding the foregoing, a Long-Form Demand Registration requested under Section 2(a) unless and until it has become effective and Request may only be made if the holders requesting such registration are able to register and sell sale of the Registrable Securities requested to be included registered by such Holder is reasonably expected to result in such registration. If aggregate gross cash proceeds in excess of $25 million (without regard to any underwriting discount or commission), and the Company qualifies shall not be obligated to use file a Registration Statement on Form S-3 or registration statement relating to any similar Short-Form Registration registration request under this Section 2(c), within a period of sixty (60) calendar days after the effective date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationof any other registration statement relating to any registration request under this Section 2(c).

Demand Registrations. (a) At any time after 180 days of the effective date of a registration statement filed in connection with the initial public offering of the Company's Common Stock under the Securities Act (the "IPO"), a Majority Interest may request that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their the Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registeredheld by such requesting Investors. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Investors holding Registrable Securities Securities, if any, who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Investor to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall will use its reasonable best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such Registration Statement registration under the Securities Act and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect registration pursuant to a request under this Section 2 more than two three (23) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such Long-Form Registrations postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its shareholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for the holders of Registrable Securities; provided, that a Registration Statement shall delaying filing or effectiveness. A registration will not count as a Long-Form Registration requested registration under this Section 2(a) unless and until it has become effective and the holders requesting registration statement relating to such registration are able to register and sell has been declared effective by the Commission at the request of the initiating Investors; provided, however, that if a majority interest of the participating Investors of Registrable Securities requested to be included shall request, in such registration. If writing, that the Company qualifies to use withdraw a Registration Statement on Form S-3 registration statement that has been filed under this Section 2(a) but not yet been declared effective because of a material adverse change in the condition, business or any similar Short-Form Registration prospects of the Company and such request is made promptly after the date that requesting Investors learn of such change, a Long-Form Registration is filed or declared effective, majority interest of such Investors may thereafter request the Company may convert to reinstate such Long Form Registration into a Short-Form Registrationregistration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and unless the requesting Investors agree to pay the incremental costs associated with such withdrawal and subsequent reinstatement or filing, it will count as one (1) requested registration.

Demand Registrations. (a) At If at any time that following the Company date which is not qualified to use a Registration Statement on Form S-3 six months after the Company's initial public offering, one or any similar Short-Form Registration (as defined below), Holders more of at least the holders 4 of an aggregate of thirty five percent (35%) not less than 20% of the Registrable Securities then outstanding may request, by written notice given to shall notify the Company (the “Demand Notice”), the Company in writing that it or they intend to register under and in accordance with the provisions of the Securities Act offer or cause to be offered for public sale all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestSecurities, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice will notify all of such request to all other the holders of Registrable Securities who shall then have ten (10) days would be entitled to notice of a proposed registration under the terms of this Agreement. Upon the written request of any such holder after receipt from the date Company of such notice is given to notify notification, the Company shall either: (A) elect to make a primary offering, in writing which case the rights of their desire Holders shall be as set forth with respect to a primary offering in Section 2(a) and such registration shall be deemed to be included a registration under Section 2(a) and not a registration hereunder (in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after which event the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect cause a registration statement requested pursuant to this Section 2(b) to become effective prior to 90 days following the effective date of the registration statement initiated by the Company under Section 2(a)); or (B) file as soon as practicable, and in any event within 60 days of the receipt of such written request, a registration statement, and use its best efforts to cause to become effective the registration of such Registrable Securities as may be requested by any holders (including the holder or holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Section 2(b). Anything herein to the contrary notwithstanding, the Company shall be obligated to comply with this Section 2(b) on two occasions only. Notwithstanding the foregoing, if the Company shall furnish to holders requesting a registration statement pursuant to this Section 2(b) a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than two one hundred and twenty (2120) days after receipt of the request of the holders; provided that such Long-Form Registrations right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationperiod.

Demand Registrations. (a) At any time that the Company is not qualified to use a Registration Statement (x) on Form S-3 or any similar Short-Form Registration after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (as defined below), Holders of A) representing at least an aggregate of thirty five fifteen percent (3515%) of the then-outstanding shares of Registrable Securities then outstanding or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, the Pine Brook Shareholders (such Holders, or the Pine Brook Shareholders, as the case may requestbe, the “Demanding Holders”) shall have the right, by delivering written notice given to the Company (the a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required Beneficially Owned by such Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders in such underwritten Demand Registration is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. Upon receipt of such requestDemand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice have the right to request the Company to include all or a portion of such request to all other holders of Holders’ Registrable Securities who shall then have ten in such Demand Registration by written notice delivered to the Company within fifteen (1015) calendar days from the date after such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationCompany.

Demand Registrations. (a) At (i) Subject to Sections 5.1(b) and 5.2 below, at any time, the Holders shall have the right at any time that following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) three month anniversary of the Registrable Securities then outstanding may requestClosing Date and prior to January 1, by written notice given 2011 to the Company (the “Demand Notice”), require the Company to register file a registration statement under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate covering an aggregate number of Registrable Securities required of not less than 10% of the total position of Holders at closing (or, if less, all remaining securities so held) (as such number may be adjusted for any stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization), by delivering a written request therefor to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders specifying the number of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration by such Holders and the intended method of distribution of such Registrable Securities. The All such requests by any Holder pursuant to this Section 5.1(a)(i) are referred to as “Demand Registration Requests,” and the registrations so requested are referred to as “Demand Registrations” (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the “Initiating Holders”). As promptly as practicable, but no later than five days after receipt of a Demand Registration Request, the Company shall cause give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all Holders of record of Registrable Securities. CUSIP No. 00000X000 Schedule 13D Page 34 of 55 (ii) The Company, subject to Sections 5.3 and 5.6, shall include in a Demand Registration Statement on Form S-1 (or x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any successor formother Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of Registrable Securities intended to be filed disposed of by such Participating Holders) within forty-five (45) 10 days after the date on which receipt of the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationDemand Exercise Notice.

Demand Registrations. (a) At any time following the date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), the Purchaser or a Holder or Holders owning more than 25% of Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company, in which case all Holders of Registrable Securities may have all of their Registrable Securities included on such Registration Statement, by providing written notice of acceptance to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1 (except if the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company eligible to register under and in accordance with the provisions of the Securities Act all or any portion of their for resale such Registrable Securities on Form S-1 or any successor S-1, in which case such registrations shall be on another appropriate form thereto (each a “Long-Form Registration”in accordance herewith and the Securities Act and the rules promulgated thereunder). Each request for a Long-Form such Registration Statement shall specify cover to the approximate extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in any such registration. The Company shall cause a Registration Statement on Form S-1 and (or any successor formii) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when 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(k) as determined by the Commission as soon as practicable thereaftercounsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall not be required to effect more than two (2) request that the effective time of any such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become is 5:00 p.m. Eastern Time on the effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationdate.

Demand Registrations. (a) At any time that and from time to time commencing on the Company earlier of (i) the fifth anniversary of the Closing Date, and (ii) the date which is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)six months after the Initial Public Offering, upon the written request of the Holders of at least an aggregate of thirty five percent (35%) 30% of the Registrable Securities then outstanding may request, by written notice given to (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the “Demand Notice”)Registrable Securities, the Company will promptly give written notice to all other Holders of Registrable Securities that a Demand Registration has been received. For a period of 20 days following delivery of such notice, the other Holders of Registrable Securities may request that the Company also register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration and after the expiration of such 20 day period, the Company shall specify notify all Holders of Registrable Securities of the approximate number of Registrable Securities required to be registered. Upon receipt Thereupon, the Company will use its reasonable best efforts to cause the prompt Registration under the Securities Act, subject to the provisions of this Section 10, of all Registrable Securities which the Holders thereof have requested the Company to register, and in connection therewith, prepare and file on such requestappropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 10.01(a) or Section 10.03 below, if the Company shall furnish to the Holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts entitled to cause such Registration Statement to be declared effective by withdrawn and the Commission as soon as practicable thereafter. The effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall not be required promptly deliver to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders all Holders of Registrable Securities); provided, provided that the Company shall be entitled to withdraw or delay the filing of a Registration Statement in connection with a Disadvantageous Condition for a period of not more than 90 days and only once during any twelve month period. Upon receipt of any such notice of a Disadvantageous Condition, such Holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall not count give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a Long-Form new Registration requested under Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and shall use its reasonable best efforts to file such new Registration Statement within 90 days of receipt of the resolution by the Holders of Registrable Securities, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell 10.01(c). The Holders of at least 66% of the Registrable Securities requested to be included in registered may, at any time prior to the Effective Date of the Registration Statement relating to such registration. If Registration, revoke such request, without liability to any of the other Holders of Registrable Securities, by providing a written notice to the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert revoking such Long Form Registration into a Short-Form Registrationrequest.

Demand Registrations. (a) At any time and from time to time IBS or any Holder or group of Holders (the “Initiating Holders”) may request in writing that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their the Registrable Securities on Form S-1 held by such Holders, having an anticipated aggregate offering price of not less than US$5,000,000; provided that no Registration Statement need be filed with the Commission (A) prior to the later of (i) one hundred and eighty days following the pricing of the IPO and (ii) the expiration of any “lock-up agreement” entered into by the Holders of Registrable Securities with an underwriter in connection with the IPO (unless waived by such underwriter), or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify B) if the approximate number of Registrable Securities required requested to be registeredregistered represent an amount that is less than the amounts set forth in Rule 144(e)(1)(i), (ii) or (iii) at the time of such written request. Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have within ten (10) days from deliver notice (the date “Demand Notice”) thereof to all Holders (other than the Holders of such notice is given request, as applicable), if any, who shall then have twenty (20) days to notify the Company in writing of their desire to be included in such registration. The Subject to the provisions of Section 2.5 below, the Company shall cause will use its reasonable best efforts to file a Registration Statement on Form S-1 for such intended method of distribution, as promptly as practicable, but not later than (or any successor formx) to be filed within forty-five ninety (4590) days after such Demand Notice in the date on which case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Notice in the initial request is given case of a registration with a Short-Form Registration Statement, and in each case shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, filing thereof (subject to the Company may convert such Long Form Registration into a Short-Form Registrationproviso of the first sentence of this Section 2.1(a)).

Demand Registrations. (a) At Requests for Registration From and after the occurrence of the initial ------------------------- public offering of the Company's Common Shares under the Securities Act, any Holder or Holders who collectively hold Registrable Securities representing at least 5% of the Company's Common Shares, on a fully-diluted basis, shall have the right at any time that from time to time (subject to the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined limitations below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register request registration under and in accordance with the provisions of the Securities Act of all or any portion part of their Registrable Securities on Form S-1 X-0, X-0 (or any successor form thereto to Form X-0, X-0 or any other short-form registration statement (each each, a “Long-Form "Demand Registration”"). Each ------------------- A Demand Registration on Form S-3 shall take priority over any other form of registration statement, if available. The request for a Long-Form the Demand Registration shall specify the approximate number of Registrable Securities required requested to be registered, which must have a minimum expected aggregate offering price to the public of at least $5,000,000. Upon Within 10 days after receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver will give written notice of such request requested registration to all other holders Holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationSecurities. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed include such other Holders' Registrable Securities in such offering if they have responded affirmatively within forty-five (45) 10 days after the date on which receipt of the initial request is given Company's notice. Each of EIS and DMI shall use its reasonable efforts be permitted to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securitiesone Demand Registration; provided, however, that a the Holders in aggregate will be entitled to request one Demand Registration Statement shall hereunder within any 12-month period. A registration will not count as a Long-Form Demand Registration requested under Section 2(a) unless and until it has become effective and (unless such Demand Registration has not become effective due solely to the holders fault of the Holders requesting such registration, including a request by such Holders that such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationwithdrawn).

Demand Registrations. (aSubject to Section 7.5(d) At below, at any time that after the Company end of the Lock- Up Period and so long as such Stockholder either (y) is not qualified subject to use a Registration Statement on Form S-3 Rule 145(d)(1) in respect of the Search Common Stock acquired by such Stockholder pursuant to the Merger, or any similar Short-Form Registration (as defined below), Holders of z) holds at least an aggregate 5% of thirty five percent (35%) the issued and outstanding shares of Search Common Stock, the Stockholders, as holders of the Registrable Securities then outstanding may requestrequest one, by written notice given to the Company (the “Demand Notice”)but not more than one, the Company to register registration under and in accordance with the provisions of the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any successor similar long-form thereto registration (each a “"Long-Form Registration”Registrations"). Each request , or, if Search is eligible for a Longsame, on Forms S-2 or S-3 or any similar short-form registration ("Short-Form Registration shall specify Registrations"), for which Search will pay all registration expenses, provided that the approximate number expected aggregate net cash proceeds to all sellers of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later any underwritten offering is not less than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration$5 million. The Company shall cause a Registration Statement on Form S-1 Stockholders (either jointly or any successor formseverally)collectively will be entitled to request only one (1) to be filed within forty-five (45) days after registration under this Section 7.5(a). A registration will not count as the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securitiesone permitted registration until it has become effective; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until if, within 60 days after it has become effective and effective, the holders requesting offering of Registrable Securities pursuant to such registration are able 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 register and sell have been effected. The registration under this Section 7.5(a) shall be, at the Registrable Securities requested option of the Stockholders after consultation with Search, either (w) a shelf registration which Search agrees to be included in such keep effective for a period of not less than ninety (90) days, or (x) an underwritten registration. If Search shall have the Company qualifies right to use select the investment banker(s) and manager(s) to administer any underwritten offering, subject to the consent of the Stockholder whose shares are being registered thereunder, which consent shall not be unreasonably withheld. The registration requested pursuant to this Section 7.5(a) is referred to herein as a "Demand Registration." The Demand Registration Statement on Form S-3 or any similar will be a Short-Form Registration after the date that a Long-Form Registration whenever Search is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationpermitted to use any applicable short form.

Demand Registrations. (a) At any time that If, following the date hereof, the Company is not qualified unable to use file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)required under Section 5.01, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, Holder shall have the right by delivering a written notice given to the Company (the a “Demand Notice”), ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion the number of their Registrable Securities on Form S-1 or any successor form thereto Instruments Beneficially Owned by the Holder and requested by such Demand Notice to be so registered (each a “Long-Form Demand Registration”). Each request for a Long-Form Registration shall specify ; provided, however, that (i) the approximate number of Registrable Securities required to be registered. Upon receipt of such request, Demand Registrations (together with any Shelf Offerings) in any 12-month period shall not exceed two and (ii) the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities Instruments requested by the Demand Notice unless the Holder has requested to be offer at least the lesser of (A) 50 million Underlying Shares (inclusive of Underlying Shares underlying any Instruments requested to offer) or (B) Registrable Instruments having a fair market value (based (i) in the case of any Underlying Shares included in the request, upon the closing price of the Underlying Shares quoted on the principal securities exchange on which such registration. If Underlying Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company qualifies to use a Registration Statement and (ii) in the case of any Warrants included in the request, upon the value of the Underlying Shares based upon the closing price of the Underlying Shares quoted on Form S-3 or any similar Short-Form Registration after the principal securities exchange on which such Underlying Shares are listed on the trading day immediately preceding the date that upon which the Holder delivers a Long-Form Registration is filed Demand Notice to the Company) of $500 million in such Demand Registration. The Demand Notice shall also specify the expected method or declared effective, methods of disposition of the Company may convert such Long Form Registration into a Short-Form Registrationapplicable Registrable Instruments.

Demand Registrations. (a) At any time that following the Company is not qualified date on which all Initial Registrable Securities have been registered for resale pursuant to use a Registration Statement on Form S-3 or any similar Short-Form Registration Section 2 hereof (as defined belowthe “Permitted Request Date”), (i) a Holder or Holders of at least an aggregate of thirty five percent owning 25% or more in interest (35%the “Initiating Holders”) of the Registrable Securities (other than the Initial Registrable Securities)(the “Remaining Registrable Securities”) may request that the Company file a Registration Statement providing for the resale of all Remaining Registrable Securities then outstanding may request, held by the Initiating Holders by giving written notice given to the Company (the a “Demand Notice”)) of such demand to the Company. The Demand Notice shall describe the number of Remaining Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of all Remaining Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1 (except if the Company is not then eligible to register under and in accordance with the provisions of the Securities Act all or any portion of their for resale such Remaining Registrable Securities on Form S-1 or any successor S-1, in which case such registrations shall be on another appropriate form thereto (each a “Long-Form Registration”in accordance herewith and the Securities Act and the rules promulgated thereunder). Each request for a Long-Form such Registration Statement shall specify cover to the approximate extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Remaining Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in any such registration. The Company shall cause a Registration Statement on Form S-1 and (or any successor formii) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Remaining Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the Commission as soon as practicable thereaftercounsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall not be required to effect more than two (2) request that the effective time of any such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become is 5:00 p.m. Eastern Time on the effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationdate.

Demand Registrations. (a) At any time The Company covenants and agrees with each Holder that if on or after 90 days following the date hereof, the Company is receives a written request from Holders of not qualified less than 30% of the then outstanding Registrable Securities, then within 60 days after receipt of such notice (the 60th day after such notice, the "Filing Date") the Company shall use its reasonable best efforts to use ----------- file a Registration Statement on Form S-3 and cause such Registration Statement to become effective under the Act at the earliest possible date after such notice (such date, the "Effectiveness Date") with respect to the offering and sale or any similar Short-Form other ------------------ disposition of such Registrable Securities as such Holders desire to have covered by such Registration Statement. The Company shall use its reasonable best efforts to continuously maintain the effectiveness of such Registration Statement until the earlier of (as defined below), i) 360 days after the Effectiveness Date or (ii) the consummation of the distribution by the Holders of at least an aggregate of thirty five percent (35%) all of the Registrable Securities then outstanding may request, covered by written notice given to the Company such Registration Statement (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”"Effectiveness Period"). Each request for a Long-Form -------------------- If such Registration shall specify is an underwritten registration, and the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify managing underwriters thereof advise the Company in writing that in their opinion the number of their desire securities requested to be included in such registration. The registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations will include in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell (i) first, the Registrable Securities requested to be included in such registration. If registration and (ii) second, other securities of the Company qualifies in a primary offering or requested to use a Registration Statement be included in such registration pro rata among the holders of such securities on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, basis of the Company may convert number of shares of Common Stock owned by each such Long Form Registration into a Short-Form Registration.holder. Notwithstanding anything in this Agreement to the contrary,

Demand Registrations. (a) At any time In the case of a registration pursuant to Section 10.1 hereof, whenever the Majority Participating Shareholders shall request that the Company is not qualified such registration shall be effected pursuant to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)an underwritten offering, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may requestsuch registration shall be so effected, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required only securities which are to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective distributed by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) underwriters designated by such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to Majority Participating Shareholders may be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiverequested by such underwriters, the Company may convert and each participating seller will enter into an underwriting agreement with such Long Form Registration underwriters for such offering containing such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnity and contribution. In each such registration pursuant to Section 10.1, each Shareholder agrees that without the consent of the managing underwriter, for a period from 7 days prior to the effective date of the registration statement until 180 days after such effective date, such Shareholder will not directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any common equity or securities convertible into common equity except (i) for Registrable Securities sold in such registered offering and (ii) transfers to Affiliates and partners and stockholders of such Shareholder, each of whom shall have furnished to the Company and the managing underwriter their written consent to be bound by this Agreement including this Section 10.4.1; provided, however, that the prohibitions hereunder shall not apply to shares of Common Stock or other securities convertible into Common Stock (other than shares that are restricted securities within the meaning of the Securities Act) purchased by such Shareholder in the open market following the consummation of a Short-Form RegistrationPublic Offering. If the managing underwriter advises the Demand Registrants that the number of shares to be included in a registration pursuant to Section 10.1 hereof should be limited due to market conditions or otherwise, (i) all shares that are not Registrable Securities (other than those sought to be registered by the Company) shall be excluded first, (ii) thereafter, if additional shares must be excluded from such registration, shares sought to be registered by the Company shall be excluded from such registration and; (iii) thereafter, if additional shares must be excluded from such registration, all holders of Registrable Securities held by Shareholders shall share pro rata in the number of shares of Registrable Securities to be excluded from such registration pursuant to this clause (iii), such sharing to be based on the respective numbers of shares requested to be registered by such holders. In the event that the Demand Registrants are unable to include all of the Registrable Securities such Demand Registrants originally requested be included in a registration statement pursuant to Section 10.1 hereof, the right to a demand registration pursuant to Section 10.1 shall not be forfeited.

Demand Registrations. (a) At Warburg may at any time that following the date hereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, require the Company is not qualified to use file a Registration Statement on Form S-3 registration statement under the Securities Act in respect of all or a portion of the Investor Shares then Beneficially Owned by Warburg or by any other person that Beneficially Owns Investor Shares and who acquired such Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any similar Short-Form Registration of its Affiliates is the general partner (as defined below)all such Investor Shares, Holders the "WARBURG REGISTRABLE SHARES") (PROVIDED that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request$25 million), by written notice given delivering to the Company (a written notice stating that such right is being exercised, specifying the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "WARBURG DEMAND SHARES") and describing the in- tended method of distribution thereof (a "WARBURG DEMAND REQUEST"). The Upon receiving a Warburg Demand Request, the Company shall cause (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a Registration Statement registration statement on Form S-1 (or such form as the Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any successor form) other Investor Shares to be filed within forty-five included pursuant to Sections 4.3 and 4.4 hereof pursuant to the intended method of distribution and (453) days after the date on which filing of an initial version of the initial request is given and shall registration statement, use its reasonable efforts to cause such Registration Statement registration statement to be declared effective by under the Commission Securities Act as soon promptly as practicable thereafterafter the date of filing of such registration statement. The Any Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company shall not be is required to effect more than two (2) include in such Long-Form Registrations in any twelve (12) month period for registration statement by virtue of existing agreements between the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective such Common Shares and the holders requesting such registration are able to register and sell Company (the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration"EXISTING REGISTRATION RIGHTS").

Demand Registrations. (a) At If at any time following the date that is one hundred eighty (180) days after the Company is not qualified to use a Registration Statement on Form S-3 closing of an initial public offering by the Company, one or any similar Short-Form Registration (as defined below), more of the Holders of at least an aggregate of thirty five percent (35%) not less than 25% of the Registrable Securities ("INITIATING HOLDERS") then outstanding may request, by written notice given to shall notify the Company (the “Demand Notice”), the Company in writing that it or they intend to register under and in accordance with the provisions of the Securities Act offer or cause to be offered for public sale all or any portion of their Registrable Securities on Form S-1 or any successor form thereto and requesting that the Company cause such Registrable Securities to be registered under the Securities Act (each a “Long-Form Registration”"DEMAND REQUEST"). Each request for a Long-Form Registration shall specify , the approximate number Company will notify all other Holders of Registrable Securities required to be registered(the "COMPANY NOTICE"). Upon The Company shall file as soon as practicable, and in any event within 60 days of the receipt of the Demand Request, a registration statement, and use its best efforts to cause such requestregistration statement to become effective, with respect to the registration of such Registrable Securities as may be requested by the Initiating Holders and such other Registrable Securities owned by any other Holders with respect to which the Company has received written requests for inclusion within 20 days of the Company Notice. Anything herein to the contrary notwithstanding, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request be obligated to all other holders of Registrable Securities who shall then have ten (10) days from comply with this Section 3 on one occasion only. Notwithstanding the date such notice is given to notify foregoing, if the Company shall furnish to the Initiating Holder(s) a certificate signed by the Chief Executive Officer of the Company stating that in writing the good faith judgment of their desire the Board of Directors of the Company it would be materially detrimental to be included in the Company and its stockholders for such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) registration statement to be filed within forty-five (45) days after and it is therefore desirable to defer the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders filing of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectivestatement, the Company may convert shall have the right to defer taking action with respect to such Long Form Registration into filing for a Short-Form Registrationperiod of 90 days after receipt of the Demand Request.

Demand Registrations. (a) At any time that (i) As soon as practicable but no later than thirty (30) calendar days following the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) closing of the Registrable Securities then outstanding may request, by written notice given to the Company Merger (the “Demand NoticeFiling Date”), the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to register under such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in accordance compliance with the provisions of the Securities Act all or until such time as there are no longer any portion of their Registrable Securities Securities. In the event the Company files a Shelf Registration Statement on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestS-1, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause convert such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration as soon as practicable after the date that a Long-Company is eligible to use Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationS-3.

Demand Registrations. (a) At any time IC may request, on up to three (3) separate occasions but not more frequently than once every twelve (12) months, that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities 1933 Act all or any portion of their the remaining Registrable Securities on Form S-1 or any successor form thereto held by IC at that time (each such registration, a “Long-Form Demand Registration”). Each request for , provided that the Registrable Securities requested to be registered have an aggregate value of at least fifty million U.S. dollars ($50,000,000) based on their then-current market price, or a Long-Form Registration shall specify lower amount if the approximate number total value of the remainder of IC’s holdings of Registrable Securities required to be registered. Upon receipt at that time falls short of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of threshold and such request covers all of IC’s remaining Registrable Securities. A registration will not count as a Demand Registration until the Registration Statement relating to such registration has become effective and unless IC was able to register and sell all other holders of the Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire requested by it to be included in such registration, as reduced by Section 2(c) below. The In furtherance of the foregoing, before or promptly following the date of this Agreement (the “Filing Deadline”), the Company shall cause prepare and file with the SEC a Registration Statement on Form S-1 F-1, covering the sale of the Initial Shares (the “Offered Shares”). A draft of the Registration Statement (and each amendment or any successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to be filed within forty-five (45) days after the date on which the initial request is given IC and its counsel prior to its filing or other submission. The Company shall use its commercially reasonable best efforts to cause such have the Registration Statement to be declared effective by the Commission SEC as soon as practicable thereafterpossible after such filing with the SEC. The Company registration of the Offered Shares shall not be required deemed an exercise of one of IC’s Demand Registrations pursuant to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration).

Demand Registrations. (ai) At any time that from and after (i) the date 180 days after the consummation by the Company of an underwritten initial public offering of its Common Stock or (ii) the first anniversary of the Closing Date, whichever occurs earlier, any Holder or Holders who own, in the aggregate, at least a majority of the Registrable Securities may elect, by giving written notice thereof to the Company, to require the Company to use its reasonable best efforts to register all or a portion of its Registrable Securities under the Securities Act so long as such registration is expected to yield gross proceeds to such Holder(s) of at least $5,000,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities, if any, of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement providing for the registration of, and the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities. The Company shall be required to cause to become effective pursuant to this Section 2(a) no more than one registration statement upon any election pursuant to this Section 2(a)(i) by the Softbank Entities and no more than one registration statement upon any election pursuant to this Section 2(a)(i) by any Holder other than a Softbank Entity unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such registrations. Notwithstanding the foregoing, the Company shall not qualified be obligated to use a Registration Statement register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register other form under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations twice in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under upon elections pursuant to this Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration2(a)(i).

Demand Registrations. (a) At If at any time that after December 31, 1998, -------------------- and prior to January 1, 2006, the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders holder(s) of at least an aggregate of thirty twenty-five percent (3525%) of the Registrable Securities then outstanding may request, by written notice given to shall notify the Company in writing that such holders intend to offer or cause to be offered for sale at least twenty- five percent (25%) of such Registrable Securities and shall request the “Demand Notice”)Company to cause such Registrable Securities to be registered under the Securities Act, the Company will use its best efforts as soon as practicable thereafter to register such Registrable Securities (together with any other Registrable Securities requested by the holders thereof to be included in such registration pursuant to Section 5.3 within 15 days after receipt of a notice from the Company pursuant to Section 5.3) in accordance with the registration procedures set forth in Section 5.5 hereof. Such rights to require registration shall be in addition to the rights of the holders under Sections 5.3 and 5.5 and shall be available to holders, acting pursuant to this Agreement, on not more than a cumulative total of two (2) occasions; provided, however, that each such registration right shall be deemed to have been used only upon such registration statement becoming and remaining effective in accordance with the provisions hereof. The Company shall, within five days of the Securities Act all or any portion receipt of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number registration pursuant to this Section 5.4, notify each holder of Registrable Securities required such request and permit each holder to be registered. Upon join such request; provided, that such holder, within 15 days of receipt of such requestnotification, so indicates in writing to the Company. Notwithstanding the foregoing, the Company shall promptly not be obligated to effect a registration pursuant to this Section 5.4 during the period starting with the date thirty (but in no event later than 30) days prior to the Company's estimated date of filing of, and ending on a date three (3) Business Days months following receipt thereof) deliver notice the effective date of, a registration statement pertaining to an underwritten pub1ic offering of such request to all other holders securities for the account of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company provided that the Company is actively employing in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its good faith all reasonable efforts to cause such Registration Statement registration statement to be declared become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; provided, however, that no such registration statements filed by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for preclude the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use from exercising a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationregistration right hereunder this Section 5.4 for more than 90 days.

Demand Registrations. (a) At any time The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a “Demand Registration”) by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 – Shelf Distributions). Any such request shall be made by notice in writing (a “Demand Registration Request”) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Company is not qualified Investors have acquired or have the right to use a Registration Statement on Form S-3 acquire upon exchange or conversion of any similar Short-Form Registration Purchased Series B Preferred Shares (as defined below)such Common Shares, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Investor Series B Demand NoticeShares”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto within five (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon 5) Business Days after receipt of such requestDemand Registration Request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver Parent will give written notice of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all other holders Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion of Registrable the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities who shall then have Act (such Common Shares, the “Oaktree Series B Demand Shares”) with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) days from Business Days after delivery of the date such Parent’s notice is given to notify the Company in writing Oaktree Investors, specifying the number of their desire Oaktree Series B Demand Shares intended to be included in registered, provided that such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities number requested to be included registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in such registrationthe Demand Registration Request. If the Company qualifies Subject to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveSection 5.2(b), the Company may convert such Long Form Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration into a Short-Form Registrationany securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (aSubject to Sections 1(c) At any time and 1(d) below, during the Effective Period, an Initiating Holder may request in writing, with a copy of such request delivered simultaneously to the non-Initiating Holder, that the Company is not qualified to use effect an underwritten Public Offering by filing a Registration Statement on Form S-3 or any similar Short-Form Registration under the Securities Act (as defined below), Holders "Demand Registration") covering the registration of at least an aggregate of thirty five twenty percent (3520%) of the Registrable Securities then outstanding may request(if applicable, calculated on an as converted basis) held by written notice given to the Company (the “Demand Notice”)such Initiating Holder, the Company to register under members of its Group and in accordance with any other affiliates, which request will specify the provisions intended plan and method of the Securities Act all or any portion disposition of their Registrable Securities on Form S-1 or any successor form thereto (each such shares; provided that a “Long-Form Registration”). Each request for a Long-Form Demand Registration shall specify not be effective if the approximate Registrable Securities of the Initiating Holder and its Affiliates requested to be included in such Demand Registration do not have an aggregate market value of at least $10 million (if applicable, calculated on an as converted basis) (based upon the average daily closing price of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately preceding the date that the Initiating Holder's request for registration is received by the Company). The making of such demand by an Initiating Holder shall be binding upon all of the holders of the Registrable Securities within the Initiating Holder's Group with respect to the number of Registrable Securities required to be registereddemand registration rights provided for in Section 1(c). Upon receipt of After the date on which the Company receives such a request, the Company shall promptly use reasonable best efforts (but in no event later than three (3i) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause file a Registration Statement under the Securities Act on Form S-1 (or any successor form) to be filed the appropriate form therefor covering all of the Registrable Securities specified by the Initiating Holder within fortyseventy-five (4575) days after the date of such request; provided, however, that such seventy-five (75) day period shall be extended by the number of days having elapsed from the time the Company furnishes to the Initiating Holder a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which the initial request Initiating Holder, acting as representative of the holders of Registrable Securities within the Initiating Holder's Group to which the proposed Registration Statement relates, notifies the Company that such draft is given acceptable to such Initiating Holder insofar as the draft of the proposed Registration Statement contains information that relates to them and shall use its reasonable efforts the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be declared effective by as quickly as reasonably possible after the Commission as soon as practicable thereafterfiling referenced in clause (i) above. The Company shall not will keep the Demand Registration current and effective for at least one hundred twenty (120) days (such 120-day period to be required calculated without regard to effect more than two (2) such Long-Form Registrations in any twelve (12) month Deferral Period), or a shorter period for during which the holders of Registrable Securities; provided, that a Registration Statement such demand shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the have sold all Registrable Securities requested to be included in such registration. If covered by the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Demand Registration.

Demand Registrations. Commencing with the earlier of six (a6) At any time that the Company is not qualified to use months following a Registration Statement on Form S-3 or any similar Short-Form Registration Qualified Public Offering (as defined belowin Section 2.2(f)) or April 16, Holders of at least an aggregate 2007, if on any occasion one or more holders of thirty five percent (3530%) in interest or more of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration Shares shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire that it or they intend to offer or cause to be included in offered for public sale Registrable Shares held by such registrationholders with an aggregate offering price of at least $5,000,000 (net of any underwriting discounts or commissions), the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. The Company shall cause a Registration Statement on Form S-1 Upon written request of any holder of Registrable Shares given within twenty (or any successor form) to be filed within forty-five (4520) days after the date on which receipt by such holder from the initial request is given and Company of such notification, the Company shall use its reasonable best efforts to cause such Registration Statement of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be declared effective by registered under the Commission Securities Act as soon expeditiously as practicable thereafterpossible. The Company shall not be required to effect more than two (2) such Long-Form Registrations registrations pursuant to this Section 1.2 (counting for these purposes only (i) registrations that have been declared or ordered effective and pursuant to which securities have been sold, and (ii) registrations that have been declared or ordered effective and that have been withdrawn by the participating holders and as to which the participating holders are not required to bear the registration expenses pursuant to Section 1.11 below). If the Company determines to include shares to be sold by it or by other selling stockholders in any twelve (12) month period for registration request pursuant to this Section 1.2, such registration shall be deemed to have been a "piggy back" registration under Section 1.1, and not a "demand" registration under this Section 1.2 if the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting Shares are unable to include in any such registration are able to register and sell statement all of the Registrable Securities Shares initially requested for inclusion in such registration statement. Any offering of Registrable Shares pursuant to this Section shall have a minimum market value (valued at the public offering price of the Company's securities as of the effective date of the registration statement for such offering) of at least $5,000,000 of the securities so registered (net of underwriting discounts and commissions). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce the number of shares of Registrable Shares to be included in such registrationunderwriting, but only if all other shares are first excluded. If Any exclusion of Registrable Shares shall be made pro rata among the Company qualifies holders of Registrable Shares (or their assigns) seeking to use a Registration Statement on Form S-3 include such shares, in proportion to the number of such shares held by such holders of Registrable Shares (or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationtheir assigns).

Demand Registrations. (a) At any time that following the date upon which the Shareholder has converted or given the Company is not qualified notice of its election to use a Registration Statement on Form S-3 convert any or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) all of the Registrable Securities then outstanding may request, by Preferred Stock into shares and prior to the date on which the Company shall have obtained a written notice given opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act (such period, the “"Demand Notice”Period"), the Shareholder shall ------------- have the unlimited right to require the Company to register file a registration under and in accordance with the provisions of the Securities Act in respect of all or any a portion of their Registrable Securities on Form S-1 or any successor form thereto the Shares by delivering to the Company written notice stating that such right is being exercised, specifying the number of Shares to be included in such registration and describing the intended method of distribution thereof (each a “Long-Form Registration”"Demand Request"). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestAs promptly as practicable, the Company shall promptly (but in no event later than three -------------- thirty (330) Business Days following receipt thereofdays after the Company receives a Demand Request, the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by Shareholder and if the Company is then eligible to use such a registration) deliver notice (a "Demand Registration") providing ------------------- for the registration of such request to all other holders number of Registrable Securities who Shares as the Shareholder shall then have ten (10) days from the date demanded be registered for distribution in accordance with such notice is given to notify the Company in writing intended method of their desire to be included in such registrationdistribution. The Company shall cause a Registration Statement on Form S-1 (or have the right and option to designate any successor form) to one of the Demand Registrations be filed within forty-five (45) days after as a shelf registration or other successor procedure as prescribed by the date on SEC, as above provided as a shelf registration statement, for which the initial request is given and shall use its reasonable efforts Company agrees to cause such pay certain costs therefor pursuant to Section 3.5 below (the "Free Shelf Registration"). After completion of any Demand Registration Statement to be declared effective ----------------------- designated as a shelf registration by the Commission as soon as practicable thereafterCompany, any subsequent Demand Registrations shall not be shelf registrations unless the Company otherwise agrees. The Notwithstanding the foregoing, the Company shall not be required obligated to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Demand Registration requested under pursuant to this Section 2(a) unless and until it has become effective and 3.1 if the holders requesting such registration are able to register and sell number of Shares then held by the Registrable Securities requested to Shareholder shall be included in such registration. If less than 1% of the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationthen outstanding Common Stock.

Demand Registrations. (a) At any time that If, following the later of January 1, 2010 and the Transfer Date, the Company is not qualified unable to use file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)required under Section 5.1, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, Holder shall have the right by delivering a written notice given to the Company (the a “Demand Notice”), ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required Beneficially Owned by the Holder and requested by such Demand Notice to be registered. Upon receipt so registered (a “Demand Registration”); provided, however, that (i) the number of such request, Demand Registrations (together with any Shelf Offerings) in any 12-month period shall not exceed one and (ii) the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested by the Demand Notice unless the Holder has requested to be offer at least the lesser of (A) 12.5 million Conversion Shares (inclusive of Conversion Shares underlying any principal amount of the Debentures requested to offer) or (B) Registrable Securities having a fair market value (based (i) in the case of any Conversion Shares included in the request, upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such registration. If Conversion Shares are listed on the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after trading day immediately preceding the date that upon which the Holder delivers a Long-Form Registration is filed Demand Notice to the Company, and (ii) in the case of any principal amount of the Debentures included in the request, upon the value of the underlying Conversion Shares based upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such Conversion Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company) of $500 million in such Demand Registration. The Demand Notice shall also specify the expected method or declared effective, methods of disposition of the Company may convert such Long Form Registration into a Short-Form Registrationapplicable Registrable Securities.

Demand Registrations. (a) At Subject to the provisions of Section 6.07, if, at any time that following the expiration of the Lock-Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is not qualified no longer eligible to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)Statement, Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date Investor’s written request to register the resale of a specified number of Registrable Securities under the Securities Act (which, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), shall not be in excess of the number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the initial request Company is given and shall use its reasonable efforts then eligible to cause use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a “Demand Registration”); provided that the Investor shall not be entitled to request more than three (3) Demand Registrations; and provided, further, that the Company shall not be obligated to effect any Demand Registration within one hundred and eighty (180) days after the effective date of any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $50.0 million, or, if less, all of the Registrable Securities held by the Investor. Subject to Section 6.06, the Investor may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the Commission SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50.0 million. As soon as reasonably practicable thereafter. The after receiving such Demand Notice, the Company shall not be required give written notice of such Demand Notice to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the all other holders of Registrable Securities; providedCommon Stock who may have registration rights with respect to their Common Stock and, that a subject to Section 6.06, the Company shall include as part of such Demand Registration Statement all other shares of Common Stock with respect to which the Company has received written requests (which requests shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and specify the holders requesting such registration are able to register and sell the Registrable Securities aggregate number of shares of Common Stock requested to be included in registered) for inclusion therein within five (5) Business Days after receipt of the Company’s notice by such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationholders.

Demand Registrations. (a) At On any time that two (2) occasions after the Company is not qualified date of this Agreement, subject to use a Registration Statement on Form S-3 the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 2(b) below, one or any similar Short-Form Registration (as defined below), more Holders of holding at least an aggregate of thirty five forty percent (3540%) of the Registrable Securities then outstanding held by all Holders may request, by written notice given request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the Company (the “Demand Notice”), the Company to register under and sale by such Holders of their Registrable Securities in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registeredterms hereof. Upon receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request proposed registration to all other holders Holders of Registrable Securities who Securities. Such Holders shall then have ten the right, by giving written notice to the Company within fifteen (1015) business days from the date after such notice is referred to in the preceding sentence has been given by the Company, to notify elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to as soon as practicable thereafter cause such Demand Registration Statement to be filed and declared effective by the Commission as soon as practicable thereafterfor all Registrable Securities which the Company has been requested to register. The Company shall not in no event be required obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such Long-Form Registrations underwriter's good faith judgment, the number of securities to be sold in any twelve such offering by the Company and persons other than the Company (12collectively, "Selling Stockholders") month period for is greater than the holders number which can be offered without adversely affecting such offering, then the Company may reduce the number of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested securities to be included in such registration. If offering to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company qualifies proposes to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, sell and other securities of the Company may convert included in such Long Form Registration into a Short-Form Registration.registration; fourth, securities held by (i) any Selling Stockholder participating in such offering

Demand Registrations. (a) At any Commencing upon the earlier of (x) one year after the completion of an underwritten public offering of Class B Common Stock or (y) the second anniversary of the date hereof, and until such time that as the Company is not qualified becomes eligible to use file a Registration Statement on Form S-3 (or any similar Short-Form Registration (as defined belowsuccessor form relating to secondary offerings), the Holders of at least an aggregate of thirty five percent (35%) 40% of the Registrable Securities Shares then outstanding may request, by written notice given to in writing, that the Company (effect the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities registration on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 S-2 (or any successor form) of Registrable Shares owned by the Holders; PROVIDED, HOWEVER, that the minimum aggregate offering price of the Class B Common Stock to be filed within forty-five registered by such Holders equals $10,000,000 (45prior to deductions for underwriting discounts and commissions). Any such request pursuant to Section 2(a) days after shall be in writing and shall state the date number of shares of Registrable Shares to be disposed of and the intended method of disposition of such shares by such Holder. If a Holder elects to distribute its Registrable Shares by means of an underwriting, it shall so advise the Company in its request. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which the initial request is given and shall use its reasonable efforts Company has been requested so to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterregister. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve registrations pursuant to this Section 2(a) (12) month period for the holders of Registrable Securities; providedeach, that a Registration Statement "Permitted Registration"). A registration shall not count as a Long-Form Registration requested one of the Permitted Registrations under this Section 2(a) unless and until it has become effective effective, and any registration pursuant to Section 2(a) shall not count as one of the holders requesting such registration Permitted Registrations unless the Holders of Registrable Shares are able to register and sell 75% or more of the Registrable Securities Shares requested to be included in such registration. If The Company shall not be required to effect any registration pursuant to this Section 2(a) within six months after the effective date of any other Registration Statement of the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationfor an underwritten offering of Class B Common Stock.

Demand Registrations. (a) At Except as otherwise provided below, at any time that and from time to time commencing after the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)Closing Date, Holders upon the written request of the holders of at least an aggregate of thirty five percent (35%) 51% of the Registrable Securities then outstanding may request(the "Initiating Holders"), by written notice given to that the Company effect the registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the “Demand Notice”)Registrable Securities, the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall will promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request to all other holders of Registrable Securities who shall then have ten (10) that a Demand Registration has been received. For a period of 15 days from following delivery of such notice, the date such notice is given to notify other holders of Registrable Securities may request that the Company in writing also register their Registrable Securities and after the expiration of their desire such 15 day period, the Company shall notify all holders of Registrable Securities of the number of Registrable Securities to be included registered. Thereupon, the Company will use its best efforts to cause the prompt registration under the Securities Act, subject to the provisions of this Section 7, of all Registrable Securities which the holders thereof have requested the Company to register,-and in connection therewith, prepare and file on such registration. The Company appropriate form as the Company, in its reasonable discretion, shall cause determine, a Registration Statement on Form S-1 under the Securities Act to effect such registration; provided, however, that the Company shall not be required to effect a Demand Registration unless the market value of the Registrable Securities to be sold in any such Demand Registration shall be estimated to be at least $7,500,000 at the time of the filing of such Registration Statement. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 7.01(a), if the Company shall furnish to the holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any successor formother event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed within forty-five (45) days after and become Effective, and setting forth the date on which general reasons for such judgment, the initial request is given and Company shall use its reasonable efforts be entitled to cause such Registration Statement to be declared effective by withdrawn and the Commission as soon as practicable thereafter. The effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall not be required promptly deliver to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the all holders of Registrable Securities; provided). Upon receipt of any such notice of a Disadvantageous Condition, such holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall not count be maintained Effective for such time as a Long-Form may be necessary so that the period of effectiveness of such new Registration requested under Section 2(a) unless and until it has become effective and Statement, when aggregated with the holders requesting period during which such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a initial Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectivewas Effective, the Company shall be such time as may convert such Long Form Registration into a Short-Form Registrationbe otherwise required by Section 7.01(c).

Demand Registrations. (a) At any time that after the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) 18 month anniversary of the Registrable Securities then outstanding may requestclosing of a Public Offering, Audax and its Affiliates will have the right by written notice given delivered to the Company (the “Demand Notice”), a "DEMAND NOTICE") to require the Company to register (a "DEMAND REGISTRATION") under and in accordance with the provisions of the Securities Act shares of Common Stock held by Audax, unless, at the time of such Demand Notice, all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each the shares of Common Stock requested to be registered pursuant hereto are eligible for resale in accordance with Rule 144 within a “Longthree-Form Registration”)month period. Each request for a Long-Form Registration shall specify The Demand Notice will state the approximate number of Registrable Securities required shares of Common Stock held by Audax requested to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) will have no obligation to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect effectuate more than two one Demand Registration pursuant to this Section 5.1; PROVIDED, HOWEVER, that in determining the number of Demand Registrations to which Audax and its Affiliates are entitled, there shall be excluded any Demand Registration (1) that does not become effective or is not maintained effective for the period required pursuant to Section 5.4(a) or (2) that is an underwritten registration if the total number of shares of Common Stock registered in such Long-Form Registrations in any twelve offering by Audax (12the "REGISTERED SHARES") month period for is less than 75% of the holders number of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities shares of Common Stock requested to be included therein by Audax (the "ORIGINAL REQUESTED SHARES"); PROVIDED, HOWEVER, that in such registration. If event, Audax may only exercise its right to request an additional Demand Registration pursuant to this clause (2)(A) one time with respect to a maximum number of shares of Common Stock equal to the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after difference between the date that a Long-Form Registration is filed or declared effectiveOriginal Requested Shares and the Registered Shares (such requested number of shares of Common Stock, the Company may convert "ADDITIONAL REQUESTED SHARES") and (B) if such Long Form Registration into a Short-Form RegistrationAdditional Requested Shares would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $5.0 million.

Demand Registrations. (a) At any time that subsequent to the Company is not qualified to use a Registration Statement on Form S-3 date hereof, the holder or any similar Short-Form Registration (as defined below), Holders holders of at least an aggregate of thirty five fifty percent (3550%) of the Registrable Securities then outstanding outstanding, on behalf of all holders of Registrable Securities, severally from time to time may request, by written notice given to notify the Company in writing that such Investor(s) intends to offer for public sale any Registrable Securities (but only if the “Demand Notice”), the Company aggregate number of shares of such Registrable Securities to register under and in accordance with the provisions be offered for public sale is more than fifty percent (50%) of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”then outstanding). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such requestwritten notice, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request will use its reasonable best efforts to all other holders of cause the Registrable Securities who shall then have ten (10) days from as may be requested by the date such notice is given to notify the Company in writing of their desire Investors to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after registration statement under the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterSecurities Act. The Company shall not be required to effect more file any registration statement for securities other than shares of Common Stock, although any conversion of Series A Preferred may be conditioned upon such registration statement becoming effective to the extent that such conversion or exercise relates to Conversion Shares covered by the Investor's written notice of an intended public offering. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Investors is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Investors with respect to two (2) consummated registrations made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Investors requesting such Long-Form Registrations registration, unless such Investors reimburse the Registration Expenses incurred by the Company such registration statement shall count against the two (2) registration statements that the Company is required to a consummate. The Investors covered by the registration statement who desire to do so may sell such Registrable Securities in an offering pursuant to this Section 2 that is underwritten ("Underwritten Offering"). In any twelve (12) month period for such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell majority of the Registrable Securities requested to be included in such registration. If offering, subject to approval of the Company qualifies not to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationbe unreasonably withheld.

Demand Registrations. (a) At any time During the Effective Period, one or more Initiating Holders owning, individually or in the aggregate, at least 10% of the Common Stock comprising the Registrable Securities may request in writing, with a copy of such request delivered simultaneously to each non-Initiating Holder, that the Company is not qualified to use file a Registration Statement on Form S-3 or any similar Short-Form Registration under the Securities Act (as defined below), Holders “Demand Registration”) covering the registration of at least an aggregate of thirty five percent (35%) 10% of the Registrable Securities then outstanding may request, and the intended plan and method of disposition of such shares. The making of such demand by written notice given an Initiating Holder shall be binding upon all Investors with respect to the Company (number of demand registration rights provided for in Section 1(c) hereof. After the “Demand Notice”), date on which the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each receives such a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly use reasonable best efforts (but in no event later than three (3i) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause file a Registration Statement under the Securities Act on the appropriate form therefor (using Form S-1 (S-3 or any successor other “short form,” if available pursuant to the advice of counsel) to be filed covering all of the Registrable Securities specified by the Initiating Holders within forty-five (45) 45 days after the date of such request; provided, however, that such 45 day period shall be extended by the number of days having elapsed from the time the Company furnishes to the Initiating Holders a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which a majority of the initial request Registrable Securities to which the proposed Registration Statement relates notifies the Company that such draft is given acceptable to such Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and shall use its reasonable efforts the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be declared effective by as quickly as reasonably possible after the Commission as soon as practicable thereafterfiling referenced in clause (i) above. The Company shall not will keep the Demand Registration current and effective for at least 120 days (such 120 day period to be required calculated without regard to effect more than two (2) such Long-Form Registrations in any twelve (12) month Deferral Period), or a shorter period for during which the holders of Registrable Securities; provided, that a Registration Statement such demand shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the have sold all Registrable Securities requested to be included in such registration. If covered by the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Demand Registration.

Demand Registrations. (a) At Subject to Section 7.3, at any time following the eighteen-month anniversary of the Closing (or with respect to a registration that would become effective following such eighteen-month anniversary, following the Company is not qualified to use a Registration Statement on Form S-3 seventeen-month anniversary of the Closing or at any similar Short-Form Registration (as defined belowtime following the occurrence of an event described in Section 6.1(b)), Holders DoCoMo may, on not more than seven (7) separate occasions in the aggregate, and on not more than six (6) separate occasions with respect to any Registrable Securities other than Registrable Securities issued pursuant to Section 4.3 (h) hereof, require (i) prior to the Spin-off, AT&T to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities or (ii) following the Spin-off, AT&T Wireless to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities; provided, in each case, that such request involves Registrable Securities having an aggregate Market Value on the date of delivery of such request of at least an aggregate of thirty five percent $500 million (35%) of the provided that, with respect to a registration statement which relates solely to Registrable Securities then outstanding may requestissued pursuant to Section 4.3(h) hereof, by written notice given to the Company such request shall be for (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate i) that number of Registrable Securities required equal to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders number of Registrable Securities who shall then have ten originally issued to DoCoMo pursuant to Section 4.3(h) hereof or (10ii) days from Registrable Securities with an aggregate Market Value of not less than $300 million )) by delivering to the date Issuer written notice stating that such notice right is given to notify being exercised, specifying the Company in writing number of their desire shares of Current Wireless Tracking Stock or AT&T Wireless Common Stock to be included in such registrationregistration (the shares subject to such request, the "Demand Shares") and describing the intended method of distribution thereof, which may include an underwritten offering (a "Demand Request"). The Company Upon receiving a Demand Request, the Issuer shall cause (i) use all reasonable efforts to file as promptly as reasonably practicable a Registration Statement registration statement on Form S-1 such form as it may reasonably deem appropriate (provided that in no event shall the Issuer be obligated to register any securities on a "shelf" registration statement or any successor formotherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to be filed within forty-five the intended method of distribution (45a "Demand Registration") days and (ii) after the date on which filing of an initial version of the initial request is given and shall registration statement, use its all reasonable efforts to cause such Registration Statement registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. DoCoMo (including any transferee to which DoCoMo shall have transferred registration rights as permitted hereunder) may not exercise more than one Demand Request in any 7 1/2 month period. In the event that a Demand Request is delivered to AT&T prior to the Spin-off, but the Demand Shares are not registered by the Commission as soon as practicable thereafter. The Company time of consummation of the Spin-off, such Demand Request shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement deemed withdrawn and shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and for the holders requesting such registration are able purposes of determining the number of Demand Registrations to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration which DoCoMo is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationentitled hereunder.

Demand Registrations. (a) 1.1. At any time and from time to time subsequent to the date hereof, upon the written request of the holders of at least a majority of the Registrable Securities, (the "Initiating Holders") that the Company is not qualified effect the Registration under the Securities Act (such a written request being hereinafter referred to use as a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders "Demand Registration") of at least an aggregate of thirty five fifty percent (3550%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”as defined in Section 8 herein), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall will promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request to all other holders of Registrable Securities who shall then have ten (10) that a Demand Registration has been received. For a period of 15 business days from following receipt of such notice, the date such notice is given to notify other holders of Registrable Securities may request that the Company in writing also register their Registrable Securities. Following the expiration of their desire such 15 business day period, the Company shall notify all holders of Registrable Securities of the number of Registrable Securities to be included registered. Thereupon, the Company will use commercially reasonable efforts to cause the prompt Registration under the Securities Act, subject to the provisions of this Agreement, of all Registrable Securities which the holders thereof have requested the Company to register, and in connection therewith, prepare and file on such registration. The Company appropriate form as the Company, in its reasonable discretion, shall cause determine, a Registration Statement on Form S-1 under the Securities Act to effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 1.1, if the Company shall furnish to the holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any successor formother event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed within forty-five (45) days after and become Effective, and setting forth the date on which reasons for such judgment, the initial request is given and Company shall use its reasonable efforts be entitled to cause such Registration Statement to be declared effective by withdrawn and the Commission as soon as practicable thereafter. The effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall not be required promptly deliver to effect more than all holders of Registrable Securities); provided, however, that the Company may only declare two (2) Disadvantageous Conditions per fiscal year of the Company and any such Long-Form Registrations Disadvantageous Condition may only extend for a period of 180 days; provided further, that the Company may not declare a Disadvantageous Condition within 180 days next following the end of a previous Disadvantageous Condition and the aggregate number of days that the Company may have a Disadvantageous Condition in any twelve (12) month period for the fiscal year shall not exceed 180. Upon receipt of any such notice of a Disadvantageous Condition, such holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, covering such Registrable Securities; provided. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that a were covered by such withdrawn Registration Statement, and such Registration Statement shall not count be maintained Effective for such time as a Long-Form may be necessary so that the period of effectiveness of such new Registration requested under Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 2(a) unless and until it has become effective and the 1.3. The holders requesting such registration are able to register and sell of 50% of the Registrable Securities requested to be included in registered may, at any time prior to the Effective Date of the Registration Statement relating to such registration. If Registration, revoke such request, without liability to any of the other holders of Registrable Securities, by providing a written notice to the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert revoking such Long Form Registration into a Short-Form Registrationrequest.

Demand Registrations. (a) At any time that Unless the shelf registration contemplated by Section 1.2 or the piggy-back registration contemplated by Section 1.4 has been filed and declared effective by the SEC, covers all then outstanding Registrable Securities and is then currently in effect, then the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)shall, at the request of the Holders of at least an aggregate 250,000 shares of thirty five percent (35%) of the Registrable Securities then outstanding may requestSecurities, by written notice given -3- US Dataworks, Inc. Registration Agreement October 2, 2003 prepare and use its commercially reasonable efforts to the Company (the “Demand Notice”), the Company to register under and in accordance file with the provisions of the Securities Act all or SEC as promptly as practicable, but in any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt event within 45 days of such request, a registration statement on Form S-3 covering the resale of the Registered Securities requested to be covered by such demand. The Company shall use its commercially reasonable efforts to cause such registration statement to be filed not later than 45 days following the receipt of the notice of demand for registration under this Section 1.3, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective under the Act (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the 0000 Xxx) as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Due Date, and to keep such registration statement continuously effective under the Act until the date on which all Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities, or such earlier time that the Holders may sell all their Registrable Securities within a single 90-day period under Rule 144 (such period, the "EFFECTIVENESS PERIOD"); provided that the Company shall promptly (but in no event later provide the Holders with written notice of its intent to terminate the effectiveness of such registration statement not fewer than three (3) Business Days following receipt thereof) business days prior to such termination. Notwithstanding the foregoing, if at the time the Holders deliver to the Company a notice of such request to all other holders requesting registration of Registrable Securities who shall then have ten (10pursuant to this Section 1.3(a) days from the Holders are able to sell pursuant to Rule 144, within the 90-day period commencing on the date such that the demand notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective received by the Commission as soon as practicable thereafter. The Company, all of the Registrable Securities that are then not covered by an effective registration statement, then the Company shall not be required to effect more than two (2) file a registration statement pursuant to this Section 1.3 in response to such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provideddemand, that a Registration Statement and such request shall not count as be deemed a Long-Form Registration requested under demand registration for purposes of Section 2(a1.3(f) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationof this Agreement.

Demand Registrations. (a) At any Any Shareholder may from time that the Company is not qualified to use time make a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given request to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions for Registration of all or part of the Securities Act all or any portion of their outstanding Registrable Securities on Form S-1 or held by such Shareholder and any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify of its Affiliates; provided, that the approximate number of Registrable Securities required requested to be registeredso Registered represents at least one per cent. Upon receipt (1%) of all issued and outstanding Shares. Notwithstanding the preceding sentence, in the event that Orascom makes a written request to the Company pursuant to this Section 2.1(a) for Registration of all or part of the outstanding Registrable Securities held by it or any of its Affiliates, the number of such request, Registrable Securities requested to be so Registered by Orascom must represent at least five per cent (5%) of all issued and outstanding Shares at such time. A Registration that is undertaken by the Company in response to a valid request made by a Shareholder pursuant to this Section 2.1 shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of be referred to herein as a “Demand Registration.” Each such request to all other holders shall specify the class and the aggregate amount and class of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationRegistered and the intended methods of disposition and distribution thereof. The Company shall cause file, as promptly as practicable (and in any event, within sixty (60) days) following receipt of a request for a Demand Registration, a Registration Statement on Form S-1 (or any successor form) relating to be filed within forty-five (45) days after the date on which the initial request is given such Demand Registration and shall use its reasonable best efforts to cause any such Registration Statement promptly to be declared effective under the Securities Act, the “blue sky” laws of such jurisdictions as the Shareholder or underwriter, if any, reasonably request, or any other Law, as applicable, and to cause such Registration Statement to be declared remain effective by until the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two later of (2i) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the date all Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 have been sold or any similar Short-Form Registration (ii) nine (9) months after the effective date that a Long-Form of such Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationStatement.

Demand Registrations. (a) At If at any time that after December 31, 1998, -------------------- and prior to January 1, 2006, the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders holder(s) of at least an aggregate of thirty twenty-five percent (3525%) of the Registrable Securities then outstanding may request, by written notice given to shall notify the Company in writing that such holders intend to offer or cause to be offered for sale at least twenty- five percent (25%) of such Registrable Securities and shall request the “Demand Notice”)Company to cause such Registrable Securities to be registered under the Securities Act, the Company will use its best efforts as soon as practicable thereafter to register such Registrable Securities (together with any other Registrable Securities requested by the holders thereof to be included in such registration pursuant to Section 5.3 within 15 days after receipt of a notice from the Company pursuant to Section 5.3) in accordance with the registration procedures set forth in Section 5.5. hereof. Such rights to require registration shall be in addition to the rights of the holders under Sections 5.3 and 5.5 and shall be available to holders, acting pursuant to this Agreement, on not more than a cumulative total of two (2) occasions; provided, however, that each such registration right shall be deemed to have been used only upon such registration statement becoming and remaining effective in accordance with the provisions hereof. The Company shall, within five days of the Securities Act all or any portion receipt of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number registration pursuant to this Section 5.4, notify each holder of Registrable Securities required such request and permit each holder to be registered. Upon join such request; provided, that such holder, within 15 days of receipt of such requestnotification, so indicates in writing to the Company. Notwithstanding the foregoing, the Company shall promptly not be obligated to effect a registration pursuant to this Section 5.4 during the period starting with the date thirty (but in no event later than 30) days prior to the Company's estimated date of filing of, and ending on a date three (3) Business Days months following receipt thereof) deliver notice the effective date of; a registration statement pertaining to an underwritten public offering of such request to all other holders securities for the account of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company provided that the Company is actively employing in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its good faith all reasonable efforts to cause such Registration Statement registration statement to be declared become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; provided, however, that no such registration statements filed by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for preclude the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use from exercising a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationregistration right hereunder this Section 5.4 for more than 90 days.

Demand Registrations. (a) At any time that the Company is not qualified legally eligible to use file a Shelf Registration Statement on Form S-3 Statement, the Holders who beneficially own a majority of the outstanding Registrable Securities beneficially owned by all Holders shall have the right to request the Company to register all or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) part of the Registrable Securities then outstanding may requestunder the Securities Act (each such right, by written notice given a “Demand Right”); provided, that each registration made pursuant to a Demand Right must include Registrable Securities in an amount not less than the Minimum Demand Amount. Subject to Section 2.1(d), if the Company (the “shall receive a Request specifying a registration pursuant to a Demand Notice”)Right, the Company shall file with the SEC, as expeditiously as reasonably possible after the initiation of a Demand Right, a Registration Statement relating to register under the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof (each such registration, but not including a Shelf Registration, a “Demand Registration”) in accordance with the provisions methods of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of distribution elected by such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given Holders and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by under the Commission Securities Act as soon expeditiously as practicable reasonably possible thereafter. The Company shall not be required use its best efforts to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for keep the holders of Registrable Securities; provided, that a Registration Statement shall not count as relating to such Demand Registration continuously effective in order to permit the Prospectus forming a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested part thereof to be included usable by the Holders, the underwriters and any brokers or dealers during the period set forth in such registrationSection 2.1(g). If Notwithstanding the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effectiveforegoing provisions, the Company may convert shall not be obligated to effect, or to take any action to effect, any such Long Form Demand Registration into a Short-Form Registrationpursuant to this Section 2.1(a) after the Company has initiated two such registrations subsequent to the date hereof pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared effective and registrations which have been withdrawn by the Holders as to which the Holders have not borne the registration expenses pursuant to Section 2.6). A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC.

Demand Registrations. (a) At any time that after the expiration of the periods set forth in the lock-up agreements executed in connection with the Underwriting Agreement (or earlier waiver of, or release from such periods), either the Welsh Majority or the Vestar Majority (the "Requesting Party") may request the Company is not qualified to use a Registration Statement effect the registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Party on Form S-1 or any similar long-form registration ("Long-Form Registrations"), or, if available, on Form S-3 or any similar short-form registration ("Short-Form Registration (as defined belowRegistrations"), Holders of at least an aggregate of thirty five percent (35%) of for sale in the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and manner specified in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, notice; provided that the Company shall promptly (but in have no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required obligation to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under registration pursuant to this Section 2(a4(a) unless and until it has become effective and the holders requesting such registration are able to register and sell amount of the Registrable Securities requested to be included in such registration. If offering would result in initial aggregate proceeds (determined at the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after time of the date that initial filing of the registration statement relating thereto) in excess of (i) in the case of a Long-Form Registration is filed or declared effectivestatement, $25 million and (ii) in the Company may convert such Long Form Registration into case of a Short-Form Registration, $10 million (each of clause (i) and (ii) above, a "Threshold Amount"); provided further, that the Requesting Party may make a demand registration pursuant to this Section 4(a) if such demand registration is for the remaining Registrable Securities of such Requesting Party, even if such offering would result in initial aggregate proceeds (determined at the time of the initial filing of the registration statement relating thereto) of less than the applicable Threshold Amount. Each of the Welsh Majority and the Vestar Majority shall be entitled to request an unlimited number of Short-Form Registrations (to the extent the Company is permitted to use Short-Form Registrations) and the Welsh Majority shall be entitled to request up to two (2) Long-Form Registrations and the Vestar Majority shall be entitled to request one (1) Long-Form Registration pursuant to this Section 4(a); provided that the Company's obligation with respect to any such Long-Form Registration shall be deemed satisfied only when a registration statement covering the Registrable Securities specified in the notice received from the Requesting Party for sale in accordance with the method of disposition specified by the Requesting Party shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, at least 75% such Registrable Securities of the Requesting Party specified in such notice shall have been sold pursuant thereto, unless the reason the registration statement fails to become effective, or the effectiveness is not maintained, is due to the fault of the Requesting Party; provided further that in the case that the registration statement fails to become effective, or the effectiveness is not maintained, due to the fault of the Requesting Party, and such Requesting Party agrees to pay all expenses incurred by it or the Company in connection with such withdrawn registration, such registration shall not count against the number of Long-Form Registrations to which the Requesting Party is entitled. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4(a) (A) with respect to a Long-Form Registration, within 180 days after the effective date of a Long-Form Registration filed by the Company or (B) with respect to a Short-Form Registration, within 90 days after the effective date of a Short-Form Registration filed by the Company, provided that in either case a request may be made before the end of such 90 or 180 day period, as applicable, in connection with a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered not less than 75% of the Registrable Securities as to which registration shall have been so requested by the Investors.

Demand Registrations. (a) At If at any time following the first anniversary of the date hereof, the Company receives a written request that the Company is not qualified effect a registration under the Securities Act with respect to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of the Registrable Securities from Shareholders holding at least an aggregate a majority of thirty five percent (35%) the Registrable Securities, the Company will use its diligent best efforts to effect such registration, which registration may be under any form of registration statement eligible for use by the Company for such purpose, and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and as are specified in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request; provided, however, that the Company shall promptly not be obligated to take any action to effect such registration pursuant to this subparagraph 2(a): (but in no event later than three (3i) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify after the Company in writing of their desire has effected two such registrations pursuant to be included in this subparagraph 2(a) and such registration. The Company shall cause a Registration Statement on Form S-1 registrations have been declared or ordered effective or (or any successor formii) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereaftereffect a registration for less than 500,000 shares. The Company shall not be required to effect more than two cause a registration statement requested pursuant to this subparagraph 2(a) to become effective prior to 120 days following the effective date of a registration statement initiated by the Company or a Shareholder. The Company shall have the right to include in a registration statement filed pursuant to this subparagraph 2(a) shares of Common Stock to be offered and sold for the account of the Company or any other security holders of the Company. 3 (2b) such Long-Form Registrations Subject to subparagraph 2(a) above and the other terms and conditions contained herein, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any twelve (12) month period for event within 120 days after receipt of the holders request or requests of Registrable Securitiesthe Shareholder or Shareholders; provided, however, that the Company may postpone for up to 180 days, the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of such a Registration Statement shall registration statement if the Company's Board of Directors reasonably determines in its good faith judgment that it would be materially disadvantageous to the Company for such a registration statement to be filed and become effective, or be maintained effective; and, provided further, that in such event, the Shareholders will be entitled to withdraw such demand for registration and, if such demand is withdrawn, such registration will not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and one of the holders requesting such registration demand registrations the Shareholders are able entitled to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationhereunder.

Demand Registrations. A. (ai) At Upon the written request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) Investor or State Farm, at any time after the third anniversary of the Closing Date, requesting that the Company is not qualified effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to use a Registration Statement on Form S-3 or any similar Short-Form Registration effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as defined below), Holders of at least an aggregate of thirty five percent to permit the disposition (35%in accordance with the intended method thereof as aforesaid) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. Upon receipt So long as the Company does not breach any of such requestits obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall promptly only be required to comply with two (but in no event later than three (32) Business Days following receipt thereof) deliver notice requests by each of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such State Farm and Investor for demand registration. The Company shall cause give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a Registration Statement on Form S-1 (or registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any successor form) shares of Common Stock held by the other Stockholders and requested to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafterso included. The Company immediately preceding sentence shall not be required apply to effect more than two the Aviv Registration or the March 31 Registration (2) as such Long-Form Registrations in any twelve (12) month period for terms are hereinafter defined). All of the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to whose shares of Common Stock will be included in such registration. If a registration statement (whether a Requesting Stockholder or other stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration"Participating Stockholders."

Demand Registrations. (a) At any time that after the Company is not qualified to use Closing of the Merger, a Registration Statement on Form S-3 holder or any similar Short-Form Registration (as defined below), Holders holders of an aggregate of at least an aggregate of thirty five percent (35%) 20% of the Registrable Securities then outstanding Shares may request, in writing, that MNAC effect the registration of at least 20% of the Registrable Shares. If the holder or holders initiating the registration intend to distribute the Registrable Shares by written notice given to means of an underwriting, they shall so advise MNAC in their request. In the Company (the “Demand Notice”)event such registration is underwritten, the Company to register under and in accordance with the provisions holders of a majority of the Securities Act all or any portion Registrable Shares requested to be registered shall be entitled to select the managing underwriter of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify such offering, subject to MNAC's approval, and the approximate number right of other holders of Registrable Securities required Shares to participate shall be registeredconditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company MNAC shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver give written notice of such request proposed registration to all other holders of Registrable Securities who Shares. Such holders of Registrable Shares shall then have ten (10) the right, by giving written notice to MNAC within 30 days from the date such notice is given after MNAC provides its notice, to notify the Company in writing of their desire elect to be have included in such registrationregistration such of their Registrable Shares as such holders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall Thereupon, MNAC shall, as expeditiously as possible, use its reasonable best efforts to cause such Registration Statement effect the registration of all Registrable Shares which MNAC has been requested to be declared effective by so register. Notwithstanding any other provision of this Section 3.1, if the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for managing underwriter advises the holders of Registrable Securities; provided, Shares initiating the registration in writing that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the number of Registrable Securities Shares requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares owned by each such holder. If the Company qualifies managing underwriter does not limit the number of Registrable Shares to use a Registration Statement on Form S-3 be underwritten, MNAC or any other holders of securities of MNAC who have registration rights similar Short-Form Registration after to those set forth in Section 3.2 hereof may include Common Stock for their respective accounts in such registration if the date managing underwriter states that a Long-Form Registration is filed such inclusion would not adversely affect the offering of Registrable Shares and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationreduced.

Demand Registrations. (a) At any time (i) As soon as practicable but no later than forty-five (45) calendar days following the closing of the Merger (the “Filing Date”), the Parent shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Parent that it will “review” the Company is not qualified to use a Shelf Registration Statement on Form S-3 and (y) the tenth (10th) business day after the date the Parent is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or any similar Short-Form will not be subject to further review. Such Shelf Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) Statement shall provide for the resale of the Registrable Securities then outstanding included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Parent shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may requestbe necessary to keep a Shelf Registration Statement continuously effective, by written notice given available for use to the Company (the “Demand Notice”), the Company permit all Holders named therein to register under sell their Registrable Securities included therein and in accordance compliance with the provisions of the Securities Act all or until such time as there are no longer any portion of their Registrable Securities on Form S-1 or any successor form thereto (each Securities. In the event the Parent files a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Shelf Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after S-1, the date on which the initial request is given and Parent shall use its commercially reasonable efforts to cause convert such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration as soon as practicable after the date that a Long-Parent is eligible to use Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form RegistrationS-3.

Demand Registrations. (a) At any time that and from time to time commencing on the Company earlier of (i) the fifth anniversary of the Funding Date, and (ii) the date which is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)six months after the Initial Public Offering, upon the written request of the Holders of at least an aggregate of thirty five percent (35%) 50% of the Registrable Securities then outstanding may request, by written notice given to (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the “Demand Notice”)Registrable Securities, the Company will promptly give written notice to all other Holders of Registrable Securities that a Demand Registration has been received. For a period of 20 days following delivery of such notice, the other Holders of Registrable Securities may request that the Company also register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration and after the expiration of such 20 day period, the Company shall specify notify all Holders of Registrable Securities of the approximate number of Registrable Securities required to be registered. Upon receipt Thereupon, the Company will use its reasonable best efforts to cause the prompt Registration under the Securities Act, subject to the provisions of this Section 7, of all Registrable Securities which the Holders thereof have requested the Company to register, and in connection therewith, prepare and file on such requestappropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 7.01(a) or Section 7.03 below, if the Company shall furnish to the Holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts entitled to cause such Registration Statement to be declared effective by withdrawn and the Commission as soon as practicable thereafter. The effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall not be required promptly deliver to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders all Holders of Registrable Securities); provided, provided that the Company shall be entitled to withdraw or delay the filing of a Registration Statement in connection with a Disadvantageous Condition only once during any twelve month period. Upon receipt of any such notice of a Disadvantageous Condition, such Holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall not count give any notice of a Disadvantageous Condition, the Company shall at such time as it in good faith deems appropriate file a Long-Form new Registration requested under Statement covering the Regxxxxxxxx Xxcurities that were covered by such withdrawn Registration Statement, and shall use its reasonable best efforts to file such new Registration Statement within 90 days of receipt of the resolution by the Holders of Registrable Securities, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell 7.01(c). The Holders of a majority of the Registrable Securities requested to be included in registered may, at any time prior to the Effective Date of the Registration Statement relating to such registration. If Registration, revoke such request, without liability to any of the other Holders of Registrable Securities, by providing a written notice to the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert revoking such Long Form Registration into a Short-Form Registrationrequest.

Demand Registrations. (a) At any time after the earlier of (i) the 3rd anniversary of the date hereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), a Majority Interest of the Stockholders may notify the Company that they intend to offer or cause to be offered for public sale, and request that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act for public sale, all or any portion of their the Registrable Securities on Form S-1 held by the Stockholders in the manner specified in such notice; provided, however, that in the case of such a request pursuant to clause (ii) above, such registration may not become effective prior to the date which is the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required other lockup period applicable to be registeredsuch IPO expires. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Persons holding Registrable Securities who shall then have ten thirty (1030) days from the date such notice is given to notify the Company in writing of their desire to have Registrable Securities held by them included in such registration (which response shall specify the number of Registrable Securities proposed to be included in such registration). If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to include Registrable Securities in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall will use its commercially reasonable best efforts to cause expeditiously effect the registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such Registration Statement holders Registrable Securities in such registration and to be declared effective by qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) registrations pursuant to requests under this Section 2(a). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such Long-Form Registrations postponements shall not exceed sixty (60) days in the aggregate during any twelve (12) month period for period, if (i) the holders Company has been advised by legal counsel that such filing or effectiveness would require disclosure of Registrable Securities; provideda material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a Registration Statement shall material adverse effect upon the Company or its then current business plans. A registration will not count as a Long-Form Registration requested registration under this Section 2(a) unless and until it has become effective and the holders requesting registration statement relating to such registration are able to register and sell has been declared effective by the Commission at the request of the initiating holders; provided, however, that a majority in interest of the participating holders of Registrable Securities requested to be included may request, in such registration. If writing, that the Company qualifies to use withdraw a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is registration statement which has been filed or under this Section 2(a) but not yet been declared effective, and a majority in interest of such holders may thereafter request the Company may convert to reinstate such Long Form Registration into a Short-Form Registration.Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a);

Demand Registrations. (a1) At any time that the Company is not qualified eligible to use a Registration Statement on Form S-3 or any similar Short-Form successor thereto, the holders of Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (including Warrants exercisable therefor) not (i) theretofore effectively registered under the Act and disposed of in accordance with the Registration Statement covering any such Warrants and Warrant Shares or (as defined below)ii) then saleable by the holder thereof pursuant to Rule 144(k) under the Act shall be entitled to make up to four (4) written requests (each, Holders of at least an aggregate of thirty five percent (35%a “Demand”) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion part of their Registrable Securities Warrant Shares (including Warrant Shares issuable upon exercise of their Warrants), under the Act (a “Demand Registration”) on a Registration Statement on Form S-1 or any successor form thereto thereof for a public offering of all or any portion of the Warrant Shares held by such holder(s) for sale in accordance with the method of disposition specified in such notice, provided, however, that (each i) no Demand may be made until at least one hundred eighty (180) calendar days after the effective date of a “Longprevious S-3 Registration or a previous registration under which the initiating holders had Piggy-Form Registration”Back Registration Rights and (ii) the Company shall have no obligation to register such Warrant Shares pursuant to this Section 14(b) if (based on the Current Market Price) the number of Warrant Shares specified in such notice (or otherwise proposed to be offered in such registration) would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon Within ten (10) calendar days after receipt of such requestDemand, the Company shall promptly will serve written notice thereof (but in no event later than three (3the “Company Notice”) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from Warrants and Warrant Shares. Subject to the date such notice is given to notify provisions of the next succeeding paragraph, the Company shall include in writing such Demand Registration all Warrant Shares with respect to which the Company receives written requests for inclusion within fifteen (15) calendar days after the delivery of their desire the Company Notice. If any of the Warrant Shares registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company will also provide written notice to holders of securities of the Company other than the holders of the Warrants and the Warrant Shares, if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all securities of the Company held by such registrationholders in such Demand Registration on the same terms and conditions as the Warrant Shares. The Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advises the Company shall cause a that the total amount of Warrant Shares and securities that such holders of securities of the Company (other than holders of the Warrant Shares) intend to include in such Demand Registration Statement on Form S-1 is in the aggregate such as to materially and adversely affect the success of such offering and/or exceeds the number of securities which can be sold in such offering, then (or any successor formi) first, the amount of securities to be filed within forty-five (45) days after offered for the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for account of the holders of Registrable Securities; providedsuch other securities of the Company will be reduced, that a to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Warrant Shares included in such Demand Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless will, if necessary, be reduced and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to there will be included in such registration. If firm commitment underwritten offering only the Company qualifies to use a Registration Statement number of Warrant Shares that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering and/or exceeding the number of securities which can be sold in such offering, allocated pro rata among the holders of the Warrants and Warrant Shares on Form S-3 the basis of the number of Warrants or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert Warrant Shares held by each such Long Form Registration into a Short-Form Registrationholder.

Demand Registrations. The Company, (ai) At any upon the reasonable request of FPC, from time that to time, or (ii) following the Company is not qualified to use a Registration Statement on Form S-3 consummation of an IPO, upon the reasonable request of DLJ or any similar Short-Form Registration CIRI (as defined below), Holders by the holders of at least an aggregate 25% of, in the case of thirty five percent (35%) DLJ, the shares of Common Stock issued or issuable upon exercise of the Registrable Securities then outstanding may requestWarrants or, by written notice given in the case of CIRI, the shares of Common Stock originally issued to the Company CIRI) (the “Demand Notice”each such party being an "Initiating Party"), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective register under the Securities Act any reasonable portion of Registrable Securities held by the Commission as soon as practicable thereafterInitiating Party (including, at the election of such Initiating Party, in an underwritten offering) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Party and any such underwriters. The FPC shall have the right to initiate up to six (6) Demand Registrations pursuant to this Section 3.1.2. Each of DLJ and CIRI shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1.2; provided, that the Company shall not be required obligated to effect more than two a Demand Registration on behalf of either of DLJ or CIRI within nine (29) such Long-Form Registrations in any twelve (12) month period for months of the holders effectiveness of Registrable Securities; provided, that a Registration Statement another registration under this Section 3.1. A registration shall not count as a Long-Form Demand Registration requested under Section 2(a) unless and until it the registration statement relating thereto has become been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the holders requesting such registration are able to register and sell form of an underwritten offering, FPC shall designate the Registrable Securities requested underwriter or underwriters to be included utilized in connection such registrationoffering. If the Company qualifies to use a Demand Registration Statement on Form S-3 requested by either of DLJ or any similar Short-Form Registration after CIRI is in the date that a Long-Form Registration is filed or declared effectiveform of an underwritten offering, the Company shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be reasonably acceptable to DLJ or CIRI, as the case may convert such Long Form Registration into a Short-Form Registrationbe."

Demand Registrations. (a) At Subject to the provisions of Section 6.07, if, at any time that following the expiration of the Lock‑Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is not qualified no longer eligible to use a Shelf Registration Statement on Form S-3 or any similar Short-Form Registration Statement, then within forty‑five (as defined below45) days after the Investor’s written request to register the resale of a specified number of Registrable Securities under the Securities Act (which, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), Holders of at least an aggregate of thirty five percent (35%) shall not be in excess of the number of Registrable Securities then outstanding may request, by written notice given which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Company Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to the Purchase Agreement) (the a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to register under and the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto Section 6.01(b) (each such registration, a “Long-Form Demand Registration”). Each ; provided that the Investor shall not be entitled to request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later more than three (3) Business Days following receipt thereofDemand Registrations; and provided, further, that the Company shall not be obligated to effect any Demand Registration within one hundred and eighty (180) deliver days after the effective date of any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $50.0 million, or, if less, all of the Registrable Securities held by the Investor. Subject to Section 6.06, the Investor may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50.0 million. As soon as reasonably practicable after receiving such Demand Notice, the Company shall give written notice of such request Demand Notice to all other holders of Registrable Securities Common Stock who shall then may have ten (10) days from the date such notice is given registration rights with respect to notify their Common Stock and, subject to Section 6.06, the Company in writing shall include as part of their desire such Demand Registration all other shares of Common Stock with respect to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and Company has received written requests (which requests shall use its reasonable efforts to cause such Registration Statement to be declared effective by specify the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders aggregate number of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities shares of Common Stock requested to be included in registered) for inclusion therein within five (5) Business Days after receipt of the Company’s notice by such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationholders.

Demand Registrations. (a) At any time that Unless the shelf registration contemplated by Section 1.2 or the piggy-back registration contemplated by Section 1.4 has been filed and declared effective by the SEC, covers all then outstanding Registrable Securities and is then currently in effect, then the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below)shall, at the request of the Holders of at least an aggregate 250,000 shares of thirty five percent (35%) of the Registrable Securities then outstanding may requestSecurities, by written notice given prepare and use its commercially reasonable efforts to the Company (the “Demand Notice”), the Company to register under and in accordance file with the provisions of the Securities Act all or SEC as promptly as practicable, but in any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt event within 45 days of such request, a registration statement on Form S-3 covering the resale of the Registered Securities requested to be covered by such demand. The Company shall use its commercially reasonable efforts to cause such registration statement to be filed not later than 45 days following the receipt of the notice of demand for registration under this Section 1.3, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective under the Act (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12d1-2 promulgated under the 0000 Xxx) as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Due Date, and to keep such registration statement continuously effective under the Act until the date on which all Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities, or such earlier time that the Holders may sell all their Registrable Securities within a single 90-day period under Rule 144 (such period, the "Effectiveness Period"); provided that the Company shall promptly (but in no event later provide the Holders with written notice of its intent to terminate the effectiveness of such registration statement not fewer than three (3) Business Days following receipt thereof) business days prior to such termination. Notwithstanding the foregoing, if at the time the Holders deliver to the Company a notice of such request to all other holders requesting registration of Registrable Securities who shall then have ten (10pursuant to this Section 1.3(a) days from the Holders are able to sell pursuant to Rule 144, within the 90 day period commencing on the date such that the demand notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective received by the Commission as soon as practicable thereafter. The Company, all of the Registrable Securities that are then not covered by an effective registration statement, then the Company shall not be required to effect more than two (2) file a registration statement pursuant to this Section 1.3 in response to such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provideddemand, that a Registration Statement and such request shall not count as be deemed a Long-Form Registration requested under demand registration for purposes of Section 2(a1.3(f) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registrationof this Agreement.