Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) (i) Subject to Section 2.1(d), at any time beginning 180 days after the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other Holders.

Demand Registrations. (a) At any time (ix) Subject on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to Section 2.1(dresult in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), at any time beginning 180 days or (y) on or after the first date on which one hundred and eightieth (180th) day following the Partnershipoccurrence of an Initial Public Offering, such Holders (the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “IssuerDemanding Holders”) shall have effected the registration right, by delivering written notice to the Company (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 the number of any Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) provided; however, that it shall be a condition to making a Demand Registration under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Upon receipt of such Demand Notice, one or more the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to require request the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering include all or a portion of the then outstanding such other Holders’ Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request by written notice delivered to all other Holdersthe Company within fifteen (15) calendar days after such notice is given by the Company.

Demand Registrations. (a) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (i) Subject to Section 2.1(dunless waived by such underwriter), at any time beginning 180 days after a Holder may request that the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable SecuritiesSecurities 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. Subject to the provisions of Section 3(b) below, one or more Holders shall have the right to require the Issuer Company will use its reasonable best efforts to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no not later than 10 sixty (60) days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request Notice (subject, however, to all other Holdersthe Company’s independent auditors providing any required consent), and 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 filing thereof.

Demand Registrations. (a) At any time (ix) Subject on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to Section 2.1(dresult in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), at any time beginning 180 days or (y) on or after the first date on which one hundred and eightieth (180th) day following the Partnershipoccurrence of an Initial Public Offering, such Holders (the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “IssuerDemanding Holders”) shall have effected the registration right, by delivering written notice to the Company (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 the number of any Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so 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, one or more including whether such Demand Registration is to be an underwritten offering. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to require request the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering include all or a portion of the then outstanding such other Holders’ Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request by written notice delivered to all other Holdersthe Company within fifteen (15) calendar days after such notice is given by the Company.

Demand Registrations. (a) At any time after the Effective Date and until the earlier of (i) Subject the date that all of the Registrable Securities may be freely resold by the Holders thereof pursuant to Section 2.1(dRule 144(k) and (ii) two years from the conversion of all of the Debentures (the "Registration Rights Period"), upon written notice to the Company from one or more Holders of Registrable Securities who held on the Effective Date (together with their Affiliates at any time beginning 180 days after such time) in the first date on which aggregate not less than 50% of the PartnershipDebenture Shares (the Holders furnishing such written notice being hereinafter referred to as the "Initiating Holders") requesting that the Company effect, pursuant to this Section 2, the General Partner registration of any or all of such Initiating Holders' Registrable Securities under the Securities Act (which notice shall specify (A) the Registrable Securities so requested to be registered, (B) the proposed amounts thereof (which in the aggregate shall equal at least (x) 50% of the Debenture Shares, or (y) if such Registrable Securities are all of the remaining Registrable Securities held by the Initiating Holders, 25% of the Debenture Shares), and (C) the intended method of disposition by such Initiating Holders, including whether or not the proposed offering is to be underwritten), the Company shall promptly (but in any other Alternative IPO Entity (event within 20 days) give written notice of such requested registration to all Holders, and thereupon the Company shall, as defined in Section 4.11) (each an “Issuer”) shall have effected expeditiously as possible, use its best efforts to effect the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other Holders.of:

Demand Registrations. (a) (i) Subject to Section 2.1(d), at At any time beginning 180 days after the first date on which the Partnershipand from time to time, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” 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 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $25 million. A Demand Notice shall also specify the Holders making such demand for registration are referred to as expected method or methods of disposition of the “Initiating Holders.” As promptly as practicable, but no later than 10 days after applicable Registrable Securities. Following receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), 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 Exercise NoticeRegistration Statement”) of and shall use its reasonable best efforts to cause such Demand Registration Request Statement to all other Holdersbe declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) (i) Subject to Section 2.1(d), at At any time beginning 180 days after the first date on which the Partnershipand from time to time, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right by delivering one or more written notices to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto Company (each, a “Long-Form RegistrationDemand Notice”) or on Form S-3 or any successor form thereto (eachto require the Company to, a “Short-Form Registration” pursuant to the terms of this Agreement, register under and together in accordance with the Long-Form Registrations, the “Demand Registrations”) under provisions of the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” 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 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $25 million. A Demand Notice shall also specify the Holders making such demand for registration are referred to as expected method or methods of disposition of the “Initiating Holders.” As promptly as practicable, but no later than 10 days after applicable Registrable Securities. Following receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), 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 Exercise NoticeRegistration Statement”) of and shall use its reasonable best efforts to cause such Demand Registration Request Statement to all other Holdersbe declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) At any time after the expiration of the Lock-Up Period, each of JLL and DSM shall be entitled to make a written request of the Company (i) Subject to Section 2.1(da “Demand”), at any time beginning 180 days after the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the for registration under the Securities Act of any the applicable Registrable SecuritiesSecurities held by JLL or its Affiliated Entities, on the one or more Holders shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicablehand, or any successor forms thereto DSM or its Affiliated Entities, on the other hand (each, a “Long-Form Demand Registration”) or on Form S-3 or any successor form thereto ). The Shareholder making such Demand (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand RegistrationsDemanding Shareholder”) under shall specify (i) the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the aggregate number of Registrable Securities held by it or its Affiliated Entities requested to be included in such registration by such Holders registered and (ii) the intended method of distribution thereofin connection with such Demand Registration to the extent then known. All Within three (3) Business Days of receipt of a Demand, the Company shall give written notice of such requests Demand to all other Shareholders, which notice shall include the material terms and conditions of the registration, to the extent then known; provided that, if such terms are not then known, the Demanding Shareholder shall promptly notify the Company and the other Shareholders when such information becomes available. Subject to Section 5.01(f), the Company shall include in such registration all Registrable Securities with respect to which it has received a written request for inclusion therein (a “Demand Participation Notice”) within ten (10) Business Days (five (5) Business Days in the case of a short-form registration) after the receipt by such Shareholder of the Company’s notice required by this paragraph. The Company shall not be required to file any Holder registration statement covering Registrable Securities with an aggregate fair market value less than $50 million. The Demanding Shareholder, together with all holders participating in any Demand Registration following notice thereof pursuant to this Section 2.1(a)(i5.01(a) are collectively referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to herein as the “Initiating Demanding Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other Holders.

Demand Registrations. (a) (i) Subject to Section 2.1(d), at At any time beginning 180 days after and from time to time following the first date on which last day of the PartnershipHolding Period, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” and Registration”); provided, however, that in respect of two out of the six Demand Registrations to which the Holders making such demand for registration are referred entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to as be registered by the “Initiating Holders.” ’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $5 million. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, but no later than 10 days 7 Business Days after receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request Notice to all other HoldersHolders of record of Registrable Securities. For purposes of determining the percentage and amount of Registrable Securities Beneficially Owned that are requested to be registered pursuant to this Section 2.1(a), Warrants requested to be registered shall be treated as the underlying shares of Common Stock for which such Warrants are exercisable.

Demand Registrations. (a) (i) Subject to Section 2.1(d)Sections 2.1(b) and 2.3 below, at any time beginning 180 days and from time to time after the first date on which consummation of an Initial Public Offering, (A) the PartnershipGoldman Stockholders, (B) the General Partner or any other Alternative IPO Entity Vestar Stockholders (as defined in Section 4.11C) the Xxxxx Stockholders and (D) the FBR Stockholder shall each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer Company to file either a registration statement on Form S-1 or Form S-11N-2 registration statement, as applicable, or any successor forms thereto applicable equivalent long-form registration statement (each"Long-Forms") or, if ---------- available, a “Long-Form Registration”) or on Form S-3 or any successor applicable equivalent short-form thereto registration statement (each, a “"Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”Forms") under the Securities Act covering all or a portion any part of the then outstanding ----------- their respective Registrable Securities beneficially owned by the HoldersSecurities, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders Stockholder(s) and the intended method of distribution thereof. All such requests by any Holder Stockholder pursuant to this Section 2.1(a)(i) are referred to herein as “"Demand Registration Requests,” " and ---------------------------- the Holders registrations so requested are referred to herein as "Demand Registrations" -------------------- (with respect to any Demand Registration, the Stockholder(s) making such demand for registration are being referred to as the “"Initiating Holders.” Stockholder(s)"). As ------------------------- promptly as practicable, but no later than 10 ten business days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “the "Demand ------ Exercise Notice”") of such Demand Registration Request to all other HoldersStockholders of --------------- record of Registrable Securities.

Demand Registrations. (a) (i) Subject to Section 2.1(d), at At any time beginning 180 days after and from time to time following the first date on which last day of the PartnershipHolding Period, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” and Registration”); provided, however, that in respect of two out of the six Demand Registrations to which the Holders making are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $5 million, it being understood that four out of the six Demand Registrations shall not be subject to such demand for registration are referred to as limitation. A Demand Notice shall also specify the “Initiating Holders.” expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, but no later than 10 days 7 Business Days after receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request Notice to all other HoldersHolders of record of Registrable Securities. For purposes of determining the percentage and amount of Registrable Securities Beneficially Owned that are requested to be registered pursuant to this Section 2.1(a), Warrants requested to be registered shall be treated as the underlying shares of Common Stock for which such Warrants are exercisable.

Demand Registrations. (a) (i) Subject to Section 2.1(d)2.1(b) below, at any time beginning 180 days after the first date on which the Partnershiptime, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all such aggregate number of Registrable Securities which represents 20% or a portion greater of the Total Voting Power of the then outstanding Registrable Securities beneficially owned by the HoldersSecurities, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; PROVIDED, HOWEVER that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as “"Demand Registration Requests,” " and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration are being referred to as the “"Initiating Holders.” "). As promptly as practicable, but no later than 10 ten days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “the "Demand Exercise Notice”") of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. (a) (i) Subject to Section 2.1(d2.1(c), at any time beginning 180 days or from time to time after the six month anniversary of the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) Company shall have effected the registration under the Securities Act of any Registrable Securitiesshares of Common Stock, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all such aggregate number of Registrable Securities that either (A) has an aggregate value of at least $20 million (based on the market price of the Common Stock as of the date of the Demand Registration Request), (B) represents 10% or a portion greater of the then outstanding Registrable Securities beneficially owned by (based on the Holdersmarket price of the Common Stock as of the date of the Demand Registration Request) or (C) represents all then remaining Registrable Securities subject to this Agreement, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. (a) (i) Subject to Section 2.1(d), at any time beginning 180 days Following the date that is six months after the first date on which consummation of an Initial Public Offering by the PartnershipCompany of the Common Stock, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require request, by written notice given to the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto Company (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand RegistrationsNotice”) ), the Company to register under and in accordance with the provisions of the Securities Act covering all or a portion part of the then outstanding Registrable Securities beneficially owned designated by such Holders; provided, that the Holders, by delivering a written request therefor to the Issuer specifying the number aggregate amount of Registrable Securities requested to be included registered pursuant to any such Demand Notice and pursuant to all Demand Notices received pursuant to the following sentence shall be the greater of (x) 5% of the outstanding shares of Common Stock and (y) $50.0 million. Upon receipt of any such Demand Notice, the Company will promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in such the proposed registration by submitting their own Demand Notice (except that any such notice shall qualify as a Demand Notice without regard to the amount requested to be registered). The Holders and the intended method of distribution thereof. All such requests by any Holder as a group shall be entitled to one Demand Registration pursuant to this Section 2.1(a)(i2(a) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of unless any such Demand Registration Request did not become effective or was not maintained effective for a period (whether or not continuous) of at least 180 days or such shorter period which shall terminate when all the Registrable Securities covered by such Demand Registration have been disposed of pursuant thereto, in which case the Holders, as a group, will be entitled, in each case, to all other Holdersone additional Demand Registration pursuant hereto.

Demand Registrations. (a) (i) Subject to Section 2.1(d2.1(h), at any time beginning 180 days after the first date on which the Partnershipand from time to time, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” 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 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $10 million. A Demand Notice shall also specify the Holders making such demand for registration are referred to as expected method or methods of disposition of the “Initiating Holders.” As promptly as practicable, but no later than 10 days after applicable Registrable Securities. Following receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), 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 Exercise NoticeRegistration Statement”) of and shall use its reasonable best efforts to cause such Demand Registration Request Statement to all other Holdersbe declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) (i) Subject Holdings, following the consummation of or in connection with an IPO, upon the request of FPC, shall use its reasonable best efforts to Section 2.1(d), at any time beginning 180 days after the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration register under the Securities Act Registrable Securities held by FPC (including, at the election of FPC, in an underwritten offering) and any other Stockholders participating in such Demand Registration (provided, however that the aggregate expected market value of all such Registrable SecuritiesSecurities included in such registration is greater than or equal to $2 million) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, one a “Demand Registration”), and Holdings shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provision of this Article III) to FPC, other Stockholders included in such registration and any such underwriters. So long as FPC holds, in the aggregate (and including any shares underlying Holdings Convertible Securities held by FPC), 50% or more Holders of the shares of Holdings Common Stock then outstanding, FPC shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or initiate any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder Demand Registrations pursuant to this Section 2.1(a)(i) are referred 3.1.2, and may initiate up to five Demand Registrations at any other time. A registration shall not count as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, unless and until the Issuer shall give written notice (a “Demand Exercise Notice”) of such registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration Request requested by FPC is in the form of an underwritten offering, FPC shall designate the underwriter or underwriters to all other Holdersbe utilized in connection such offering.

Demand Registrations. (a) At any time (ix) Subject on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to Section 2.1(dresult in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), at any time beginning 180 days or (y) on or after the first date on which one hundred and eightieth (180th) day following the Partnershipoccurrence of an Initial Public Offering, the General Partner Pine Brook Shareholders (such Holders, or any other Alternative IPO Entity (the Pine Brook Shareholders, as defined in Section 4.11) (each an the case may be, the “IssuerDemanding Holders”) shall have effected the registration right, by delivering written notice to the Company (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 the number of any Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so 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, one or more including whether such Demand Registration is to be an underwritten offering. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to require request the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering include all or a portion of the then outstanding such other Holders’ Registrable Securities beneficially owned by the Holders, by delivering a written request therefor to the Issuer specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request by written notice delivered to all other Holdersthe Company within fifteen (15) calendar days after such notice is given by the Company.

Demand Registrations. (a) (i) Subject to Section 2.1(d), at any time beginning 180 days after the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Each Holder shall have the right (the "Demand Right") on two (2) occasions during the term of this Agreement with respect to such Holder to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering in respect of all or some of the Registrable Shares held by such Holder (but not less than a portion number of Registrable Shares that represents at least 25% of the total number of Registrable Shares held by such Holder at such time; provided, however, that if such Holder is exercising such Demand Right together with any other Holders, then such Demand Right may be exercised if the Registrable Shares subject to such Holder's Demand Right, together with all other shares demanded by other Holders, shall exceed 10% of the then outstanding Registrable Securities beneficially owned by Ordinary Shares of the HoldersCompany). Subject to the provisions of subsection (b) below, by delivering as promptly as practicable, but in no event later than 45 days after the Company receives a written request therefor to from such Holder demanding that the Issuer specifying Company so register the number of Registrable Securities Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be included in declared effective promptly a registration statement (a "Demand Registration") providing for the registration of all Registrable Shares as such registration Holder shall have demanded be registered. Holders may distribute the Registrable Shares covered by such Holders Demand Registration either by means of a firm commitment underwriting or other than by means of an underwriting; provided that, in the event of a distribution other than by means of an underwriting, such distribution may only be made following the effective date of the registration statement relating to such Demand Registration and so long as the registration statement remains effective in accordance with the terms of Section 3.03(a) (iii) of this Agreement. All requests made pursuant to this Section 3.01(a) shall specify the amount of the Registrable Shares to be registered and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other HoldersRegistrable Shares.

Demand Registrations. (a) (i) Subject to Section 2.1(d2.1(h), at any time beginning 180 days after the first date on which the Partnershipand from time to time, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” 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 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $10 million. A Demand Notice shall also specify the Holders making such demand for registration are referred to as expected method or methods of disposition of the “Initiating Holders.” As promptly as practicable, but no later than 10 days after applicable Registrable Securities. Following receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), 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 Exercise NoticeRegistration Statement”) of and shall use its Exh. 1.01(j)-4 reasonable best efforts to cause such Demand Registration Request Statement to all other Holdersbe declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) (i) Subject to Section 2.1(d2.1(h), at any time beginning 180 days after the first date on which the Partnershipand from time to time, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders Holders’ Representative shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding Registrable Securities beneficially owned by the Holders, by delivering a written request therefor notice to the Issuer specifying Company (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 the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as so registered (a “Demand Registration Requests,” 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 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $10 million. A Demand Notice shall also specify the Holders making such demand for registration are referred to as expected method or methods of disposition of the “Initiating Holders.” As promptly as practicable, but no later than 10 days after applicable Registrable Securities. Following receipt of a Demand Registration RequestNotice, the Issuer Company shall give written notice use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 60 days, with respect to any underwritten offering, or 30 days, with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), 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 Exercise NoticeRegistration Statement”) of and shall use its reasonable best efforts to cause such Demand Registration Request Statement to all other Holdersbe declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) (i) Subject to Section 2.1(d2.1(c), at any time beginning 180 days or from time to time after the six month anniversary of the first date on which the Partnership, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) Company shall have effected the registration under the Securities Act of any Registrable Securitiesshares of Common Stock, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all such aggregate number of Registrable Securities that either (A) has an aggregate value of at least $20 million (based on the market price of the Common Stock as of the date of the Demand Registration Request), (B) represents 10% or a portion greater of the then outstanding Registrable Securities beneficially owned by (based on the Holdersmarket price of the Common Stock as of the date of the Demand Registration Request) or (C) represents all then remaining Registrable Securities subject to this Agreement, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. (a1) (i) Subject to Section 2.1(d), at At any time beginning 180 days and from time to time after the first date on which anniversary of the PartnershipClosing and during the Registration Period, the General Partner or any Subscriber (and any other Alternative IPO Entity (as defined in Holder to whom a Subscriber has specifically transferred its rights under this Section 4.112.1) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion any part of the then outstanding their respective Registrable Securities beneficially owned by the HoldersSecurities, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders Holder(s), a price range acceptable to such Holder for the sale of such Registrable Securities and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i2.1(a) are referred to herein as “"Demand Registration Requests,” " and the Holders registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration are being referred to as the “"Initiating Holders.” Holder" and, in the case that the Initiating Holder is a Subscriber, such initiating Holder, together with the other Subscribers, the "Initiating Holder Group"). As promptly as practicable, but no later than 10 days Business Days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “the "Demand Exercise Notice”") of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. (a) (i) Subject to Section 2.1(d)2.1(b) below, at any time beginning 180 days after the first date on which the Partnershiptime, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all such aggregate number of Registrable Securities which represents 20% or a portion greater of the Total Voting Power of the then outstanding Registrable Securities beneficially owned by the HoldersSecurities, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; provided, however that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as “"Demand Registration Requests,” " and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration are being referred to as the “"Initiating Holders.” "). As promptly as practicable, but no later than 10 ten days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “the "Demand Exercise Notice”") of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. (a) (i) Subject to Section 2.1(d)2.1(b) below, at any time beginning 180 days after the first date on which that is eighteen months from the Partnershipdate hereof, the General Partner or any other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Holders shall have the right to require the Issuer Company to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all such aggregate number of Registrable Securities which represents 20% or a portion greater of the Total Voting Power of the then outstanding Registrable Securities beneficially owned by the HoldersSecurities, by delivering a written request therefor to the Issuer Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; PROVIDED, HOWEVER that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as “"Demand Registration Requests,” " and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration are being referred to as the “"Initiating Holders.” "). As promptly as practicable, but no later than 10 ten days after receipt of a Demand Registration Request, the Issuer Company shall give written notice (a “the "Demand Exercise Notice”") of such Demand Registration Request to all other HoldersHolders of record of Registrable Securities.

Demand Registrations. For purposes of clause (aii) of the preceding sentence, two or more registrations filed in response to one demand shall be counted as one registration statement. Each request for a Demand Registration by the Initiating Holders shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (i15) Subject to Section 2.1(d), at any time beginning 180 days after the first date on which the Partnershipreceipt of such request, the General Partner or any Company shall give written notice thereof to all other Alternative IPO Entity (as defined in Section 4.11) (each an “Issuer”) shall have effected the registration under the Securities Act of any Registrable Securities, one or more Designated Holders shall have the right to require the Issuer to file a registration statement on Form S-1 or Form S-11, as applicable, or any successor forms thereto (each, a “Long-Form Registration”) or on Form S-3 or any successor form thereto (each, a “Short-Form Registration” and together with the Long-Form Registrations, the “Demand Registrations”) under the Securities Act covering all or a portion of the then outstanding holding Registrable Securities beneficially owned and include in such registration all Registrable Securities held by a Designated Holder holding Registrable Securities from whom the Holders, by delivering Company has received a written request therefor for inclusion therein at least ten (10) days prior to the Issuer specifying filing of the registration statement. Each such request will also specify the number of Registrable Securities to be included in such registration by such Holders and registered, the intended method of distribution thereofdisposition thereof and the jurisdictions in which registration is desired. All such requests by The Company, subject to Sections 3(d) and 3(e), shall be entitled to include in any Holder registration statement and offering made pursuant to this Section 2.1(a)(i) are referred a Demand Registration, authorized but unissued shares of Class A Common Stock, shares of Class A Common Stock held by the Company as treasury shares or shares of Class A Common Stock held by stockholders other than the Designated Holders holding Registrable Securities; PROVIDED that such inclusion shall be permitted only to as “the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration Requests,” and the Holders making such demand for registration are referred to as the “Initiating Holdersrights.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Issuer shall give written notice (a “Demand Exercise Notice”) of such Demand Registration Request to all other Holders.